Common use of Reimbursement Obligation of the Borrower Clause in Contracts

Reimbursement Obligation of the Borrower. In order to induce the Agent to issue, extend and renew each Letter of Credit and the Banks to participate therein, the Borrower hereby agrees to reimburse or pay to the Agent, for the account of the Agent or (as the case may be) the Banks, with respect to each Letter of Credit issued, extended or renewed by the Agent hereunder, (a) except as otherwise expressly provided in Section 5.2(b) and (c), on each date that any draft presented under such Letter of Credit is honored by the Agent, or the Agent otherwise makes a payment with respect thereto, (i) the amount paid by the Agent under or with respect to such Letter of Credit, and (ii) without duplication for any amounts owing pursuant to Section 6.7 and Section 16 hereof, the amount of any taxes, fees, charges or other costs and expenses whatsoever incurred by the Agent or any Bank in connection with any payment made by the Agent or any Bank under, or with respect to, such Letter of Credit, (b) upon the reduction (but not termination) of the Total Commitment to an amount less than the Maximum Drawing Amount, an amount equal to such difference, which amount shall be held by the Agent for the benefit of the Banks and the Agent as cash collateral for all Reimbursement Obligations, and (c) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 13, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Agent for the benefit of the Banks and the Agent as cash collateral for all Reimbursement Obligations. Each such payment shall be made to the Agent at the Agent's Head Office in immediately available funds. Interest on any and all amounts remaining unpaid by the Borrower under this Section 5.2 one day after the Agent shall have provided the Borrower with notice that such amounts have become due and payable (whether as stated in this Section 5.2, by acceleration or otherwise) until payment in full (whether before or after judgment) shall be payable to the Agent on demand at the rate specified in Section 6.10 for overdue principal on the Revolving Credit Loans.

Reimbursement Obligation of the Borrower. In order to induce the Agent Fronting Bank to issue, extend and renew each Letter of Credit and the Banks Lenders to participate therein, the Borrower hereby agrees to reimburse or pay to the AgentFronting Bank, for the account of the Agent Fronting Bank or (as the case may be) the BanksLenders, with respect to each Letter of Credit issued, extended or renewed by the Agent Fronting Bank hereunder, (a) except as otherwise expressly provided in Section 5.2(b) and (c), on each date promptly upon notification by the Fronting Bank or the Agent that any draft presented under such Letter of Credit is honored by the AgentFronting Bank, or the Agent Fronting Bank otherwise makes a payment with respect thereto, (i) the amount paid by the Agent Fronting Bank under or with respect to such Letter of Credit, and (ii) without duplication for any amounts owing payable pursuant to Section 6.7 and Section 16 hereof, the amount of any taxes, fees, charges or other costs and expenses whatsoever incurred by the Agent or any Bank in connection with any payment made by the Agent or any Bank §5.5 under, or with respect to, such Letter of Credit, (b) upon the reduction (but not termination) of the Total Commitment to an amount less than the Maximum Drawing Amount, an amount equal to such difference, which amount shall be held by the Agent for the benefit of the Banks and the Agent as cash collateral for all Reimbursement Obligations, and (cb) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 13§14, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Agent in an interest-bearing account (with interest to be added to such account) as cash collateral for the benefit of the Banks Lenders and the Agent as cash collateral for all Reimbursement Obligations. Upon the expiration, termination or surrender without draw of any Letter of Credit, the Agent shall release to the Borrower the cash collateral amount applicable to such Letter of Credit. Each such payment shall be made to the Agent for the benefit of the Fronting Bank or the Lenders, as applicable, at the Agent's Head Office in immediately available funds. Interest on any and all amounts not converted to a Revolving Credit Loan pursuant to §5.3 and remaining unpaid by the Borrower under this Section §5.2 one day after at any time from the Agent shall have provided the Borrower with notice that date such amounts have become due and payable (whether as stated in this Section §5.2, by acceleration or otherwise) until payment in full (whether before or after judgment) shall be payable to the Agent for the benefit of the Lenders on demand at the rate specified in Section 6.10 §4.9 for overdue principal on the Revolving Credit Loans.

Reimbursement Obligation of the Borrower. In order to induce the Agent Fronting Bank to issue, extend and renew each Letter of Credit and the Banks Lenders to participate therein, the Borrower hereby agrees to reimburse or pay to the AgentFronting Bank, for the account of the Agent Fronting Bank or (as the case may be) the BanksLenders, with respect to each Letter of Credit issued, extended or renewed by the Agent Fronting Bank hereunder, (a) except as otherwise expressly provided in Section 5.2(b) and (c), on each date promptly upon notification by the Fronting Bank or the Agent that any draft presented under such Letter of Credit is honored by the AgentFronting Bank, or the Agent Fronting Bank otherwise makes a payment with respect thereto, (i) the amount paid by the Agent Fronting Bank under or with respect to such Letter of Credit, and (ii) without duplication for any amounts owing payable pursuant to Section 6.7 and Section 16 hereof, the amount of any taxes, fees, charges or other costs and expenses whatsoever incurred by the Agent or any Bank in connection with any payment made by the Agent or any Bank §5.3 under, or with respect to, such Letter of Credit, (b) upon the reduction (but not termination) of the Total Commitment to an amount less than the Maximum Drawing Amount, an amount equal to such difference, which amount shall be held by the Agent for the benefit of the Banks and the Agent as cash collateral for all Reimbursement Obligations, and (cb) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 13§14, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Agent in an interest-bearing account (with interest to be added to such account) as cash collateral for the benefit of the Banks Lenders and the Agent as cash collateral for all Reimbursement Obligations. Upon the expiration, termination or surrender without draw of any Letter of Credit, the Agent shall release to the Borrower the cash collateral amount applicable to such Letter of Credit. Each such payment shall be made to the Agent for the benefit of the Fronting Bank or the Lenders, as applicable, at the Agent's ’s Head Office in immediately available funds. Interest on any and all amounts not converted to a Revolving Credit Loan pursuant to §5.3 and remaining unpaid by the Borrower under this Section §5.2 one day after at any time from the Agent shall have provided the Borrower with notice that date such amounts have become due and payable (whether as stated in this Section §5.2, by acceleration or otherwise) until payment in full (whether before or after judgment) shall be payable to the Agent for the benefit of the Lenders on demand at the rate specified in Section 6.10 §4.9 for overdue principal on the Revolving Credit Loans.

Reimbursement Obligation of the Borrower. In order to induce the Agent to issue, extend and renew each Letter of Credit and the Banks to participate therein, the Borrower hereby agrees to reimburse or pay to the Agent, for the account of the Agent or (as the case may be) the Banks, with respect to each Letter of Credit issued, extended or renewed by the Agent hereunder, (a) except as otherwise expressly provided in Section 5.2(bss.4.2(b), (c) and (cd), on each date that any draft presented under such Letter of Credit is honored by the Agent, or the Agent otherwise makes a payment with respect thereto, (i) the amount paid by the Agent under or with respect to such Letter of Credit, and (ii) without duplication for any amounts owing pursuant to Section 6.7 and Section 16 hereof, the amount of any taxes, fees, charges or other costs and expenses whatsoever incurred by the Agent or any Bank in connection with any payment made by the Agent or any Bank under, or with respect to, such Letter of Credit, (b) upon the reduction (but not termination) of (i) the Total Commitment to an amount less than the Maximum Drawing AmountAmount on the Revolver Letters of Credit or (ii) the Total LC Commitment to an amount less than the Maximum Drawing Amount on the Stand Alone Letters of Credit, an amount equal to such difference, which amount shall be held by the Agent for the benefit of the Banks and the Agent as cash collateral for all Reimbursement Obligations, PROVIDED, HOWEVER, in the event that after such amount is deposited with the Agent the Maximum Drawing Amount decreases, the Agent shall refund to the Borrower an amount equal to such decrease, and (c) upon the termination of the Total Commitment, the Total LC Commitment or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 13ss.13, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Agent for the benefit of the Banks and the Agent as cash collateral for all Reimbursement Obligations. Each such payment shall be made to . 4.2 at any time from the Agent at the Agent's Head Office in immediately available funds. Interest on any and all amounts remaining unpaid by the Borrower under this Section 5.2 one day after the Agent shall have provided the Borrower with notice that date such amounts have become due and payable (whether as stated in this Section 5.2ss.4.2, by acceleration or otherwise) until payment in full (whether before or after judgment) shall be payable to the Agent on demand at the rate specified in Section 6.10 ss.5.11 for overdue principal on the Revolving Credit Loans. Any interest which accrues on amounts being held by the Agent as cash collateral for all Obligations shall also be held as cash collateral for all Obligations to the extent required to satisfy the provisions of clauses (a) through (d) above.

Reimbursement Obligation of the Borrower. In order to induce the Agent Fronting Bank to issue, extend and renew each Letter of Credit and the Banks to participate therein, the Borrower hereby agrees agrees, except as contemplated in [SECTION] 2A.3 below, to reimburse or pay to the AgentFronting Bank, for the account of the Agent Fronting Bank or (as the case may be) the Banks, with respect to each Letter of Credit issued, extended or renewed by the Agent Fronting Bank hereunder, (a) except as otherwise expressly provided in Section 5.2(b[SECTION] 2A.2(b) and (c)) or [SECTION] 2A.3, on each date that any draft presented under such Letter of Credit is honored by the AgentFronting Bank, or the Agent Fronting Bank otherwise makes a payment with respect thereto, (i) the amount paid by the Agent Fronting Bank under or with respect to such Letter of Credit, and (ii) without duplication for any amounts owing pursuant to Section 6.7 and Section 16 hereof, the amount of any taxes (other than income taxes, franchise fees and other similar impositions based upon the net income or assets of the Bank or any Bank), fees, charges or other costs and expenses whatsoever incurred by the Agent Fronting Bank or any Bank in connection with any payment made by the Agent Fronting Bank or any Bank under, or with respect to, such Letter of Credit, (b) upon the reduction (but not termination) of the Total Commitment to an amount less than the Maximum Drawing Amount, an amount equal to such difference, which amount shall be held by the Agent for the benefit of the Banks and the Agent as cash collateral for all Reimbursement Obligations, and (c) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 13[SECTION] 12, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Agent for the benefit of the Banks and the Agent as cash collateral for all Reimbursement Obligations. Each such payment shall be made to the Agent at the Agent's Head Office in immediately available funds. Interest on any and all amounts remaining unpaid by the Borrower under this Section 5.2 one day after [SECTION] 2A.2 at any time from the Agent shall have provided the Borrower with notice that date such amounts have become due and payable (whether as stated in this Section 5.2[SECTION] 2A.2, by acceleration or otherwise) until payment in full (whether before or after judgment) shall be payable to the Agent on demand at the rate specified in Section 6.10 [SECTION] 4.9 for overdue principal on the Revolving Credit Loans.

Reimbursement Obligation of the Borrower. In order to induce the Administrative Agent to issue, extend and renew each Letter of Credit and the Banks Lenders to participate therein, the Borrower hereby agrees to reimburse or pay to the Administrative Agent, for the account of the Administrative Agent or (as the case may be) the BanksLenders, with respect to each Letter of Credit issued, extended or renewed by the Administrative Agent hereunder, (a) except as otherwise expressly provided in Section 5.2(b§4.2(b) and (c), on each date that any draft presented under such Letter of Credit is honored by the Administrative Agent, or the Administrative Agent otherwise makes a payment with respect thereto, (i) the amount paid by the Administrative Agent under or with respect to such Letter of Credit, and (ii) without duplication for any amounts owing pursuant to Section 6.7 and Section 16 hereof, the amount of any taxes, fees, charges or other costs and expenses whatsoever incurred by the Administrative Agent or any Bank Lender in connection with any payment made by the Administrative Agent or any Bank Lender under, or with respect to, such Letter of Credit, (b) upon the reduction (but not termination) of the Total Commitment to an amount less than the Maximum Drawing Amount, an amount equal to such difference, which amount shall be held by the Administrative Agent for the benefit of the Banks Lenders and the Administrative Agent as cash collateral for all Reimbursement Obligations, and (c) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section §13, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Administrative Agent for the benefit of the Banks Lenders and the Administrative Agent as cash collateral for all Reimbursement Obligations. Each such payment shall be made to the Administrative Agent at the Administrative Agent's Head ’s Office in immediately available funds. Interest on any and all amounts remaining unpaid by the Borrower under this Section 5.2 one day after §4.2 at any time from the Agent shall have provided the Borrower with notice that date such amounts have become due and payable (whether as stated in this Section 5.2§4.2, by acceleration or otherwise) until payment in full (whether before or after judgment) shall be payable to the Administrative Agent on demand at the rate specified in Section 6.10 §5.11 for overdue principal on the Revolving Credit Loans.

Reimbursement Obligation of the Borrower. In order to induce the Administrative Agent to issue, extend and renew each Letter of Credit and the Banks Lenders to participate therein, the Borrower hereby agrees to reimburse or pay to the Administrative Agent, for the account of the Administrative Agent or (as the case may be) the BanksLenders, with respect to each Letter of Credit issued, extended or renewed by the Administrative Agent hereunder, (a) except as otherwise expressly provided in Section 5.2(bsubsections (b) and (c)) below, on each date that any draft presented under such Letter of Credit is honored by the Administrative Agent, or the Administrative Agent otherwise makes a payment with respect thereto, (i) the amount paid by the Administrative Agent under or with respect to such Letter of Credit, and (ii) without duplication for any amounts owing pursuant to Section 6.7 and Section 16 hereof, the amount of any taxes, fees, charges or other costs and expenses whatsoever incurred by the Administrative Agent or any Bank Lender in connection with any payment made by the Administrative Agent or any Bank Lender under, or with respect to, such Letter of Credit, (b) upon the reduction (but not termination) of the Total Commitment to an amount less than the Maximum Drawing Amount, an amount equal to such difference, which amount shall be held by the Administrative Agent for the benefit of the Banks Lenders and the Administrative Agent as cash collateral for all Reimbursement Obligations, and (c) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 13§14, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Administrative Agent for the benefit of the Banks Lenders and the Administrative Agent as cash collateral for all Reimbursement Obligations. Each such payment shall be made to the Administrative Agent at the Administrative Agent's Head ’s Office in immediately available funds. Interest on any and all amounts remaining unpaid by the Borrower under this Section 5.2 one day after §2.9.6 at any time from the Agent shall have provided the Borrower with notice that date such amounts have become due and payable (whether as stated in this Section 5.2§2.9.6, by acceleration or otherwise) until payment in full (whether before or after judgment) shall be payable to the Administrative Agent on demand at the rate specified calculated in Section 6.10 accordance with §4.10 for overdue principal on the Revolving Credit Loans.

Reimbursement Obligation of the Borrower. In order to induce the Agent to issue, extend and renew each Letter of Credit and the Banks to participate therein, the Borrower Borrowers hereby agrees jointly and severally agree to reimburse or pay to the Agent, for the account of the Agent or (as the case may be) the Banks, with respect to each Letter of Credit issued, extended or renewed by the Agent hereunder, (a) except as otherwise expressly provided in Section 5.2(bss.5.2(b) and (c), on each date that any draft presented under such Letter of Credit is honored by the Agent, or the Agent otherwise makes a payment with respect thereto, (i) the amount paid by the Agent under or with respect to such Letter of Credit, and (ii) without duplication for any amounts owing pursuant to Section 6.7 and Section 16 hereof, the amount of any taxes, fees, charges or other costs and expenses whatsoever incurred by the Agent or any Bank in connection with any payment made by the Agent or any Bank under, or with respect to, such Letter of Credit, (b) upon the reduction (but not termination) of the Total Commitment to an amount less than the Maximum Drawing Amount, an amount equal to such difference, which amount shall be held by the Agent for the benefit of the Banks and the Agent as cash collateral for all Reimbursement Obligations, and (c) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 13ss.14, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Agent for the benefit of the Banks and the Agent as cash collateral for all Reimbursement Obligations. Each such payment shall be made to the Agent at the Agent's Head Office in immediately available funds. Interest on any and all amounts remaining unpaid by the Borrower Borrowers under this Section 5.2 one day after ss.5.2 at any time from the Agent shall have provided the Borrower with notice that date such amounts have become due and payable (whether as stated in this Section 5.2ss.5.2, by acceleration or otherwise) until payment in full (whether before or after judgment) shall be payable to the Agent on demand at the rate specified in Section 6.10 ss.6.11 for overdue principal on the Revolving Credit Loans.

Reimbursement Obligation of the Borrower. In order to induce the Managing Agent to issue, extend and renew each Letter of Credit and the Banks to participate therein, the Borrower hereby agrees to reimburse or pay to the Managing Agent, for the account of the Managing Agent or (as the case may be) the Banks, with respect to each Letter of Credit issued, extended or renewed by the Managing Agent hereunder, (a) except as otherwise expressly provided in Section Sections 5.2(b) and (c)) below, on each date that any draft presented under such Letter of Credit is honored by the Managing Agent, or the Managing Agent otherwise makes a payment with respect thereto, (i) the amount paid by the Managing Agent under or with respect to such Letter of Credit, and (ii) without duplication for any amounts owing pursuant to Section 6.7 and Section 16 hereof, the amount of any taxes, fees, charges or other costs and expenses whatsoever incurred by the Managing Agent or any Bank in connection with any payment made by the Managing Agent or any Bank under, or with respect to, such Letter of Credit, , (b) upon the reduction (but not termination) of the Total Tranche A Commitment Amount to an amount less than the Maximum Drawing Amount, an amount equal to such difference, which amount shall be held by the Managing Agent for the benefit of the Banks and the Managing Agent as cash collateral for all Reimbursement Obligations, and and (c) upon the termination of the Total CommitmentTranche A Commitment Amount, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 1316 hereof, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Managing Agent for the benefit of the Banks and the Managing Agent as cash collateral for all Reimbursement Obligations. Each such payment shall be made to the Managing Agent at the Managing Agent's Head Office in immediately available funds. Interest on any and all amounts remaining unpaid by the Borrower under this Section 5.2 one day after 5.2, at any time from the Agent shall have provided the Borrower with notice that date such amounts have become due and payable (whether as stated in this Section 5.2, by acceleration or otherwise) until payment in full (whether before or after judgment) ), shall be payable to the Managing Agent on demand at the rate specified in Section 6.10 hereof for overdue principal on the Revolving Credit Base Rate Loans.

Reimbursement Obligation of the Borrower. In order to induce the Agent to issue, extend and renew each Letter of Credit and the Banks to participate therein, the Borrower hereby agrees to reimburse or pay to the Agent, for the account of the Agent or (as the case may be) the Banks, with respect to each Letter of Credit issued, extended or renewed by the Agent hereunder, (a) except as otherwise expressly provided in Section 5.2(b3A.2(b) and (c), on each date that any draft presented under such Letter of Credit is honored by the Agent, or the Agent otherwise makes a payment with respect theretounder or pursuant to such Letter of Credit, (i) the amount paid by the Agent under or with respect pursuant to such Letter of Credit, and (ii) without duplication for any amounts owing pursuant to Section 6.7 and Section 16 hereof, the amount of any customary taxes, fees, charges or other reasonable costs and expenses whatsoever incurred by the Agent or any Bank in connection with any payment made by the Agent or any Bank under, or with respect pursuant to, such Letter of Credit, (b) upon the reduction (but not termination) of the Total Commitment to an amount less than the Maximum Drawing Amount, an amount equal to such difference, which amount shall be held by the Agent for the benefit of the Banks and the Agent as cash collateral for all Reimbursement Obligations, and (c) upon the termination of the Total Commitment, Commitment or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 1312, an amount equal to the then Maximum Drawing Amount on of all Letters of Credit, which amount shall be held by the Agent for the benefit of the Banks and the Agent as cash collateral for all Reimbursement Obligations. Each such payment shall be made to the Agent at the Agent's Head Office in immediately available funds. Interest on any and all amounts remaining unpaid by the Borrower under this Section 5.2 one day after 3A.2 at any time from the Agent shall have provided the Borrower with notice that date such amounts have become due and payable (whether as stated in this Section 5.23A.2, by acceleration or otherwise) until payment in full (whether before or after judgment) shall be payable to the Agent on demand at the rate specified in Section 6.10 4.11 for overdue principal on of the Revolving Credit Loans.

Reimbursement Obligation of the Borrower. In order to induce the Agent to issue, extend and renew each Letter of Credit and the Banks to participate therein, the Borrower Borrowers hereby agrees jointly and severally agree to reimburse or pay to the Agent, for the account of the Agent or (as the case may be) the Banks, with respect to each Letter of Credit issued, extended or renewed by the Agent hereunder, (a) except as otherwise expressly provided in Section 5.2(bSections 2B.2(b) and (c), on each date that any draft presented under such Letter of Credit is honored by the Agent, or the Agent otherwise makes a payment with respect thereto, (i) the amount paid by the Agent under or with respect to such Letter of Credit, and (ii) without duplication for any amounts owing pursuant to Section 6.7 and Section 16 hereof, the amount of any out-of-pocket taxes, fees, charges or other costs and expenses whatsoever incurred by the Agent or any Bank in connection with any payment made by the Agent or any Bank under, or with respect to, such Letter of Credit, (b) upon the reduction (but not termination) of the Total Commitment to an amount less than the Maximum Drawing Amount, an amount equal to such difference, which amount shall be held by the Agent for the benefit of the Banks and the Agent as cash collateral for all Reimbursement Obligations, and (c) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 13Sections 7 and 9, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Agent for the benefit of the Banks and the Agent as cash collateral for all Reimbursement Obligations. Each such payment shall be made to the Agent at the Agent's Head Office head office in immediately available funds. Interest on any and all amounts remaining unpaid by the Borrower under this Section 5.2 one day after 2B.2 at any time from the Agent shall have provided the Borrower with notice that date such amounts have become due and payable (whether as stated in this Section 5.22B.2, by acceleration or otherwise) until payment in full (whether before or after judgment) shall be payable to the Agent on demand at the rate specified in Section 6.10 2.9(e) for overdue principal on the Revolving Credit Loans.

Reimbursement Obligation of the Borrower. In order to induce the Agent any Issuing Bank to issue, issue and extend and renew each Letter of Credit and the Banks to participate therein, the Borrower hereby agrees to reimburse or pay to the Agent, for the account of the Agent applicable Issuing Bank or (as the case may be) the Banks, with respect to each Letter of Credit issued, issued or extended or renewed by the Agent any Issuing Bank hereunder, (a) except as otherwise expressly provided in Section 5.2(b§4.2(b) and (c), on each date that any draft presented under such Letter of Credit is honored by the AgentIssuing Bank, or the Agent Issuing Bank otherwise makes a payment with respect thereto, (i) the amount paid by the Agent Issuing Bank under or with respect to such Letter of Credit, and (ii) without duplication for any amounts owing pursuant to Section 6.7 and Section 16 hereof, the amount of any taxes, fees, charges or other costs and expenses whatsoever incurred by the Agent Issuing Bank or any Bank in connection with any payment made by the Agent Issuing Bank or any Bank under, or with respect to, such Letter of Credit, (b) upon the reduction (but not termination) of the Total Commitment to an amount less than the Maximum Drawing Amount, an amount equal to such difference, which amount shall be held by the Agent for the benefit of the applicable Issuing Bank and the Banks and the Agent as cash collateral Cash Collateral for all Reimbursement Obligations, and (c) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 13§14, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Agent for the benefit of the applicable Issuing Bank and the Banks and the Agent as cash collateral Cash Collateral for all Reimbursement Obligations. Each such payment shall be made to the Agent for the account of the applicable Issuing Bank at the Agent's ’s Head Office in immediately available funds. Interest on any and all amounts remaining unpaid by the Borrower under this Section 5.2 one day after §4.2 at any time from the Agent shall have provided the Borrower with notice that date such amounts have become due and payable (whether as stated in this Section 5.2§4.2, by acceleration or otherwise) until payment in full (whether before or after judgment) shall be payable to the Agent for the account of the applicable Issuing Bank on demand at the rate specified in Section 6.10 §5.11 for overdue principal on the Revolving Credit Loans.

Reimbursement Obligation of the Borrower. In order to induce the Agent to issue, extend and renew each Letter of Credit and the Banks Lenders to participate therein, the Borrower hereby agrees to reimburse or pay to the Agent, for the account of the Agent or (as the case may be) the BanksLenders, with respect to each Letter of Credit issued, extended or renewed by the Agent hereunder, (a) except as otherwise expressly provided in Section 5.2(bSECTIONS 5.2(B) and (c)C) below, on each date that any draft presented under such Letter of Credit is honored by the Agent, or the Agent otherwise makes a payment with respect thereto, (i) the amount paid by the Agent under or with respect to such Letter of Credit, and (ii) without duplication for any amounts owing pursuant to Section 6.7 and Section 16 hereof, the amount of any taxes, fees, charges or other costs and expenses whatsoever incurred by the Agent or any Bank Lender in connection with any payment made by the Agent or any Bank Lender under, or with respect to, such Letter of Credit, (b) upon the reduction (but not termination) of the Total Commitment to an amount less than the Maximum Drawing Amount, an amount equal to such difference, which amount shall be held by the Agent for the benefit of the Banks Lenders and the Agent as cash collateral for all Reimbursement Obligations, and (c) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 13SECTION 14 hereof, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Agent for the benefit of the Banks Lenders and the Agent as cash collateral for all Reimbursement Obligations. Each such payment shall be made to the Agent at the Agent's Head Office in immediately available funds. Interest on any and all amounts remaining unpaid by the Borrower under this Section 5.2 one day after SECTION 5.2, at any time from the Agent shall have provided the Borrower with notice that date such amounts have become due and payable (whether as stated in this Section SECTION 5.2, by acceleration or otherwise) until payment in full (whether before or after judgment) ), shall be payable to the Agent on demand at the rate specified in Section 6.10 SECTION 6.12.1 hereof for overdue principal on the Revolving Credit Loans.

Reimbursement Obligation of the Borrower. In order to induce the Administrative Agent to issue, extend and renew each Letter of Credit and the Banks Lenders to participate therein, the Borrower hereby agrees to reimburse or pay to the Administrative Agent, for the account of the Administrative Agent or (as the case may be) the BanksLenders, with respect to each Letter of Credit issued, extended or renewed by the Administrative Agent hereunder,: (a) except as otherwise expressly provided in Section 5.2(b4.2(b) and (c), on each date that any draft presented under such Letter of Credit is honored by the Administrative Agent, or the Administrative Agent otherwise makes a payment with respect thereto, (i) the amount paid by the Administrative Agent in respect of any draft honored under or with respect to such Letter of Credit, and (ii) without duplication for any amounts owing pursuant to Section 6.7 and Section 16 hereof, the amount of any taxes, fees, charges or other costs and expenses whatsoever incurred by the Administrative Agent or any Bank Lender in connection with any payment made by the Administrative Agent or any Bank Lender under, or with respect to, such Letter of Credit,; (b) upon the reduction (but not termination) of the Total Commitment to an amount less than the Maximum Drawing Amount, an amount equal to such difference, which amount shall be held by the Administrative Agent for the benefit of the Banks Lenders and the Administrative Agent as cash collateral for all Reimbursement Obligations, ; and (c) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 13, an amount equal to 105% of the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Administrative Agent for the benefit of the Banks Lenders and the Administrative Agent as cash collateral for all Reimbursement Obligations. Each such payment shall be made to the Administrative Agent at the Administrative Agent's Head Office in immediately available funds. Interest on any and all amounts remaining unpaid by the Borrower under this Section 5.2 one day after 4.2 at any time from the Agent shall have provided the Borrower with notice that date such amounts have become due and payable (whether as stated in this Section 5.24.2, by acceleration or otherwise) until payment in full (whether before or after judgment) shall be payable to the Administrative Agent on demand at the rate specified in Section 6.10 5.11 for overdue principal on the Revolving Credit Loans.

Reimbursement Obligation of the Borrower. In order to induce the Agent to issue, extend and renew each Letter of Credit and the Banks to participate therein, the Borrower hereby agrees to reimburse or pay to the Agent, for the account of the Agent or (as the case may be) the Banks, with respect to each Letter of Credit issued, extended or renewed by the Agent hereunder,: (a) except as otherwise expressly provided in Section 5.2(bss.3A.2(b) and (c), on each date that any draft presented under such the Letter of Credit is honored by the Agent, or the Agent otherwise makes a payment with respect thereto, (i) the amount paid by the Agent under or with respect to such Letter of Credit, and (ii) without duplication for any amounts owing pursuant to Section 6.7 and Section 16 hereof, the amount of any taxes, fees, charges or other costs and expenses whatsoever incurred by the Agent or any Bank in connection with any payment made by the Agent or any Bank under, or with respect to, such Letter of Credit,; (b) upon the any reduction (but not termination) of the Total Commitment to an amount less than the Maximum Drawing Amount, an amount equal to such difference, which amount shall be held by the Agent for the benefit of the Banks and the Agent as cash collateral for all Reimbursement Obligations, ; and (c) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 13ss.12 of the Credit Agreement, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Agent for the benefit of the Banks and the Agent as cash collateral for all Reimbursement Obligations. Each such payment shall be made to the Agent at the Agent's Head Office in immediately available funds. Interest on any and all amounts remaining unpaid by the Borrower under this Section 5.2 one day after ss.3A.2 at any time from the Agent shall have provided the Borrower with notice that date such amounts have become due and payable (whether as stated in this Section 5.2ss.3A.2, by acceleration or otherwise) until payment in full (whether before or after judgment) shall be payable to the Agent on demand at the rate specified in Section 6.10 ss.4.9 for overdue principal on the Revolving Credit Loans.

Reimbursement Obligation of the Borrower. In order to induce the Agent to issue, extend and renew each Letter of Credit and the Banks to participate therein, the Borrower hereby agrees to reimburse or pay to the Agent, for the account of the Agent or (as the case may be) the Banks, with respect to each Letter of Credit issued, extended or renewed by the Agent hereunder, (a) except as otherwise expressly provided in Section 5.2(bsec.5.2(b) and (c), on each date that any draft presented under such Letter of Credit is honored by the Agent, or the Agent otherwise makes a payment with respect thereto, (i) the amount paid by the Agent under or with respect to such Letter of Credit, and (ii) without duplication for any amounts owing pursuant to Section 6.7 and Section 16 hereof, the amount of any taxes, fees, charges or other costs and expenses whatsoever incurred by the Agent or any Bank in connection with any payment made by the Agent or any Bank under, or with respect to, such Letter of Credit, (b) upon the reduction (but not termination) of the Total Commitment to an amount less than the Maximum Drawing Amount, an amount equal to 103% of the difference between the amount of the Maximum Drawing Amount and the Total Commitment at such differencetime, which amount shall be held by the Agent for the benefit of the Banks and the Agent as cash collateral for all Reimbursement ObligationsObligations in accordance with the terms of the Cash Collateral Agreement (which cash collateral may be invested in Permitted Cash Collateral Investments), and (c) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 13sec.14, an amount equal to 103% of the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Agent for the benefit of the Banks and the Agent as cash collateral for all Reimbursement ObligationsObligations in accordance with the terms of the Cash Collateral Agreement (which cash collateral may be invested in Permitted Cash Collateral Investments). Each such payment shall be made to the Agent at the Agent's Head Office in immediately available funds. Interest on any and all amounts remaining unpaid by the Borrower under this Section 5.2 one day after sec.5.2 at any time from the Agent shall have provided the Borrower with notice that date such amounts have become due and payable (whether as stated in this Section 5.2sec.5.2, by acceleration or otherwise) until payment in full (whether before or after judgment) shall be payable to the Agent on demand at the rate specified in Section 6.10 sec.6.10 for overdue principal on the Revolving Credit Loans.

Reimbursement Obligation of the Borrower. In order to induce the Administrative Agent to issue, extend and renew each Letter of Credit and the Banks Lenders to participate therein, the Borrower hereby agrees to reimburse or pay to the Administrative Agent, for the account of the Administrative Agent or (as the case may be) the BanksLenders, with respect to each Letter of Credit issued, extended or renewed by the Administrative Agent hereunder, (a) except as otherwise expressly provided in Section 5.2(bss.4.2(b) and (c), on each date that any draft presented under such Letter of Credit is honored by the Administrative Agent, or the Administrative Agent otherwise makes a payment with respect thereto, (i) the amount paid by the Administrative Agent under or with respect to such Letter of Credit, and (ii) without duplication for any amounts owing pursuant to Section 6.7 and Section 16 hereof, the amount of any taxes, fees, charges or other costs and expenses whatsoever incurred by the Administrative Agent or any Bank Lender in connection with any payment made by the Administrative Agent or any Bank Lender under, or with respect to, such Letter of Credit, (b) upon the reduction (but not termination) of the Total Commitment to an amount less than the Maximum Drawing Amount, an amount equal to such difference, which amount shall be held by the Administrative Agent for the benefit of the Banks Lenders and the Administrative Agent as cash collateral for all Reimbursement Obligations, and (c) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 13ss.13, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Administrative Agent for the benefit of the Banks Lenders and the Administrative Agent as cash collateral for all Reimbursement Obligations. Each such payment shall be made to the Administrative Agent at the Administrative Agent's Head Office in immediately available funds. Interest on any and all amounts remaining unpaid by the Borrower under this Section 5.2 one day after ss.4.2 at any time from the Agent shall have provided the Borrower with notice that date such amounts have become due and payable (whether as stated in this Section 5.2ss.4.2, by acceleration or otherwise) until payment in full (whether before or after judgment) shall be payable to the Administrative Agent on demand at the rate specified in Section 6.10 ss.5.11 for overdue principal on the Revolving Credit Loans.

Reimbursement Obligation of the Borrower. In order to induce the Administrative Agent to issue, extend and renew each Letter of Credit and the Banks Revolving Credit Lenders to participate therein, the Borrower hereby agrees to reimburse or pay to the Administrative Agent, for the account of the Administrative Agent or (as the case may be) the BanksRevolving Credit Lenders, with respect to each Letter of Credit issued, extended or renewed by the Administrative Agent hereunder, (a) except as otherwise expressly provided in Section 5.2(bss.6.2(b) and (c), on each date that any draft presented under such Letter of Credit is honored by the Administrative Agent, or the Administrative Agent otherwise makes a payment with respect thereto, (i) the amount paid by the Administrative Agent under or with respect to such Letter of Credit, and (ii) without duplication for any amounts owing pursuant to Section 6.7 and Section 16 hereof, the amount of any taxes, fees, charges or other costs and expenses whatsoever incurred by the Administrative Agent or any Bank Revolving Credit Lender in connection with any payment made by the Administrative Agent or any Bank Revolving Credit Lender under, or with respect to, such Letter of Credit, (b) upon the reduction (but not termination) of the Total Revolving Credit Commitment to an amount less than the Maximum Drawing Amount, an amount equal to such difference, which amount shall be held by the Administrative Agent for the benefit of the Banks Revolving Credit Lenders and the Administrative Agent as cash collateral for all Reimbursement Obligations, and (c) upon the termination of the Total Revolving Credit Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 13ss.15, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Administrative Agent for the benefit of the Banks Revolving Credit Lenders and the Administrative Agent as cash collateral for all Reimbursement Obligations. Each such payment shall be made to the Agent at the Agent's Head Office in immediately available funds. Interest on any and all amounts remaining unpaid by the Borrower under this Section 5.2 one day after the Agent shall have provided the Borrower with notice that such amounts have become due and payable (whether as stated in this Section 5.2, by acceleration or otherwise) until payment in full (whether before or after judgment) shall be payable to the Agent on demand at the rate specified in Section 6.10 for overdue principal on the Revolving Credit Loans.

Reimbursement Obligation of the Borrower. In order to induce the Administrative Agent to issue, extend and renew each Letter of Credit and the Banks Lenders to participate therein, the Borrower hereby agrees to reimburse or pay to the Administrative Agent, for the account of the Administrative Agent or (as the case may be) the BanksLenders, with respect to each Letter of Credit issued, extended or renewed by the Administrative Agent hereunder, (a) except as otherwise expressly provided in Section 5.2(bsubsections (b) and (c)) below, on each date that any draft presented under such Letter of Credit is honored by the Administrative Agent, or the Administrative Agent otherwise makes a payment with respect thereto, (i) the amount paid by the Administrative Agent under or with respect to such Letter of Credit, and (ii) without duplication for any amounts owing pursuant to Section 6.7 and Section 16 hereof, the amount of any taxes, fees, charges or other costs and ​ expenses whatsoever incurred by the Administrative Agent or any Bank Lender in connection with any payment made by the Administrative Agent or any Bank Lender under, or with respect to, such Letter of Credit, (b) upon the reduction (but not termination) of the Total Commitment to an amount less than the Maximum Drawing Amount, an amount equal to such difference, which amount shall be held by the Administrative Agent for the benefit of the Banks Lenders and the Administrative Agent as cash collateral for all Reimbursement Obligations, and (c) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 13§14, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Administrative Agent for the benefit of the Banks Lenders and the Administrative Agent as cash collateral for all Reimbursement Obligations. Each such payment shall be made to the Administrative Agent at the Administrative Agent's Head ’s Office in immediately available funds. Interest on any and all amounts remaining unpaid by the Borrower under this Section 5.2 one day after §2.9.6 at any time from the Agent shall have provided the Borrower with notice that date such amounts have become due and payable (whether as stated in this Section 5.2§2.9.6, by acceleration or otherwise) until payment in full (whether before or after judgment) shall be payable to the Administrative Agent on demand at the rate specified calculated in Section 6.10 accordance with §4.10 for overdue principal on the Revolving Credit Loans.

Reimbursement Obligation of the Borrower. In order to induce the Agent to ---------------------------------------- issue, extend and renew each Letter of Credit and the Banks to participate therein, the Borrower hereby agrees to reimburse or pay to the Agent, for the account of the Agent or (as the case may be) the Banks, with respect to each Letter of Credit issued, extended or renewed by the Agent hereunder, (a) except as otherwise expressly provided in Section 5.2(b(S)7.2(b) and (c)) and subject to the last sentence of (S)7.3, on each date that any draft presented under such Letter of Credit is honored by the Agent, or the Agent otherwise makes a payment with respect thereto, (i) the amount paid by the Agent under or with respect to such Letter of Credit, and (ii) without duplication for any amounts owing pursuant to Section 6.7 and Section 16 hereof, the amount of any taxes, fees, charges or other costs and expenses whatsoever reasonably incurred by the Agent or any Bank in connection with any payment made by the Agent or any Bank under, or with respect to, such Letter of Credit, (b) upon the reduction (but not termination) of the Total Commitment to an amount less than the Maximum Drawing Amount, an amount equal to such difference, which amount shall be held by the Agent for the benefit of the Banks and the Agent as cash collateral for all Reimbursement Obligations, and (c) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 13(S)16, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Agent for the benefit of the Banks and the Agent as cash collateral for all Reimbursement Obligations. Each such payment shall be made to the Agent at the Agent's Head Office in immediately available funds. Interest on any and all amounts remaining unpaid by the Borrower under this Section 5.2 one day after (S)7.2 at any time from the Agent shall have provided the Borrower with notice that date such amounts have become due and payable (whether as stated in this Section 5.2(S)7.2, by acceleration or otherwise) until payment in full (whether before or after judgment) shall be payable to the Agent on demand at the rate specified in Section 6.10 (S)8.11 for overdue principal on the Revolving Credit Loans. Cash collateral held by the Agent pursuant to this (S)7.2 shall, at the written request of the Borrower, be invested (at the Borrower's risk) in overnight or other short term investments reasonably acceptable to the Agent. The Agent shall maintain a perfected security interest in such investments in a manner satisfactory to it. Interest or other earnings on such investments shall constitute additional cash collateral but shall be released to the Borrower at its request from time to time, to the extent that the amount of cash collateral exceeds the amount required by this (S)7.2.

Reimbursement Obligation of the Borrower. In order to induce the Agent Issuing Bank to issue, extend and renew each Letter of Credit and the Banks to participate therein, the Borrower hereby agrees to reimburse or pay to the Administrative Agent, for the account of the Agent Issuing Bank or (as the case may be) the Banks, with respect to each Letter of Credit issued, extended or renewed by the Agent Issuing Bank hereunder, (a) except as otherwise expressly provided in Section 5.2(bss.5.2(b) and (c), on each date that any draft presented under such Letter of Credit is honored by the AgentIssuing Bank, or the Agent Issuing Bank otherwise makes a payment with respect thereto, (i) the amount paid by the Agent Issuing Bank under or with respect to such Letter of Credit, and (ii) without duplication for any amounts owing pursuant to Section 6.7 and Section 16 hereof, the amount of any taxes, fees, charges or other costs and expenses whatsoever incurred by the Agent Issuing Bank or any other Bank in connection with any payment made by the Agent Issuing Bank or any other Bank under, or with respect to, such Letter of Credit, (b) upon the reduction (but not termination) of the Total Revolving Credit Commitment to an amount less than the Maximum Drawing Amount, an amount equal to 110% of such difference, which amount shall be held by the Agent Issuing Bank for the benefit of the Banks and the Agent Issuing Bank as cash collateral for all Reimbursement Obligations, and (c) upon the termination of the Total Revolving Credit Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 13ss.16, or the occurrence of the Termination Date, an amount equal to 110% of the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Agent Issuing Bank for the benefit of the Banks and the Agent Issuing Bank as cash collateral for all Reimbursement Obligations. Each such payment shall be made to the Administrative Agent at the Administrative Agent's Head Office in immediately available fundsfunds and shall be promptly remitted by the Administrative Agent to the Issuing Bank or such other Bank entitled thereto. Interest on any and all amounts remaining unpaid by the Borrower under this Section 5.2 one day after ss.5.2 at any time from the Agent shall have provided the Borrower with notice that date such amounts have become due and payable (whether as stated in this Section 5.2ss.5.2, by acceleration or otherwise) until payment in full (whether before or after judgment) shall be payable to the Agent Administrative Agent, for the accounts of the Issuing Bank and the other Banks, on demand at the rate specified in Section 6.10 ss.8.9 for overdue principal on the Revolving Credit Loans.

Reimbursement Obligation of the Borrower. In order to induce the Agent to issue, extend and renew each Letter of Credit and the Banks to participate therein, the Borrower hereby agrees to reimburse or pay to the Agent, for the account of the Agent or (as the case may be) the Banks, with respect to each Letter of Credit issued, extended or renewed by the Agent hereunder, (a) except as otherwise expressly provided in Section 5.2(b4.2(b) and (c), on each date that any draft presented under such Letter of Credit is honored by the Agent, or the Agent otherwise makes a payment with respect thereto, (i) the amount paid by the Agent under or with respect to such Letter of Credit, and (ii) without duplication for any amounts owing pursuant to Section 6.7 and Section 16 hereof, the amount of any taxes, fees, charges or other costs and expenses whatsoever incurred by the Agent or any Bank in connection with any payment made by the Agent or any Bank under, or with respect to, such Letter of Credit, (b) upon the reduction (but not termination) of the Total Commitment to an amount less than the Maximum Drawing Amount, an amount equal to such difference, which amount shall be held by the Agent for the benefit of the Banks and the Agent as cash collateral for all Reimbursement Obligations, and (c) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 13, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Agent for the benefit of the Banks and the Agent as cash collateral for all Reimbursement Obligations. Each such payment shall be made to the Agent at the Agent's Head Funding Office in immediately available funds. Interest on any and all amounts remaining unpaid by the Borrower under this Section 5.2 one day after 4.2 at any time from the Agent shall have provided the Borrower with notice that date such amounts have become due and payable (whether as stated in this Section 5.24.2, by acceleration or otherwise) until payment in full (whether before or after judgment) shall be payable to the Agent on demand at the rate specified in Section 6.10 5.11 for overdue principal on the Revolving Credit Loans.

Reimbursement Obligation of the Borrower. In order to induce the Agent to issue, extend and renew each Letter of Credit and the Banks to participate therein, the Borrower hereby agrees to reimburse or pay to the Agent, for the account of the Agent or (as the case may be) the Banks, with respect to each Letter of Credit issued, extended or renewed by the Agent hereunder, (a) except as otherwise expressly provided in Section 5.2(b(S)(S)4.2(b) and (c)) hereof, on each date that any draft presented under such Letter of Credit is honored by the Agent, or the Agent otherwise makes a payment with respect thereto, (i) the amount paid by the Agent under or with respect to such Letter of Credit, and (ii) without duplication for any amounts owing pursuant to Section 6.7 and Section 16 hereof, the amount of any taxes, fees, charges or other costs and expenses whatsoever incurred by the Agent or any Bank in connection with any payment made by the Agent or any Bank under, or with respect to, such Letter of Credit, (b) upon the reduction (but not termination) of the Total Commitment to an amount less than the Maximum Drawing Amount, an amount equal to such difference, which amount shall be held by the Agent for the benefit of the Banks and the Agent as cash collateral for all Reimbursement Obligations, and (c) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 13(S)13 hereof, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Agent for the benefit of the Banks and the Agent as cash collateral for all Reimbursement Obligations. Each such payment shall be made to the Agent at the Agent's Head Office in immediately available funds. Interest on any and all amounts remaining unpaid by the Borrower under this Section 5.2 one day after (S)4.2 at any time from the Agent shall have provided the Borrower with notice that date such amounts have become due and payable (whether as stated in this Section 5.2(S)4.2, by acceleration or otherwise) until payment in full (whether before or after judgment) shall be payable to the Agent on demand at the rate specified in Section 6.10 (S)5.11 for overdue principal on the Revolving Credit Loans.

Reimbursement Obligation of the Borrower. In order to induce the Agent ------------- ---------- -- --- -------- to issue, extend and renew each Letter of Credit and the Banks to participate therein, the Borrower hereby agrees to reimburse or pay to the Agent, for the account of the Agent or (as the case may be) the Banks, with respect to each Letter of Credit issued, extended or renewed by the Agent hereunder, (a) except as otherwise expressly provided in Section 5.2(b(S)4.2(b) and (c), on each date that any draft presented under such Letter of Credit is honored by the Agent, or the Agent otherwise makes a payment with respect thereto, (i) the amount paid by the Agent under or with respect to such Letter of Credit, and (ii) without duplication for any amounts owing pursuant to Section 6.7 and Section 16 hereof, the amount of any taxes, fees, charges or other costs and expenses whatsoever incurred by the Agent or any Bank in connection with any payment made by the Agent or any Bank under, or with respect to, such Letter of Credit, (b) upon the reduction (but not termination) of the Total Revolver Commitment to an amount less than the Maximum Drawing Amount, an amount equal to such difference, which amount shall be held by the Agent for the benefit of the Banks and the Agent as cash collateral for all Reimbursement Obligations, and (c) upon the termination of the Total Revolver Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 13(S)13, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Agent for the benefit of the Banks and the Agent as cash collateral for all Reimbursement Obligations. Each such payment shall be made to the Agent at the Agent's Head Office in immediately available funds. Interest on any and all amounts remaining unpaid by the Borrower under this Section 5.2 one day after (S)4.2 at any time from the Agent shall have provided the Borrower with notice that date such amounts have become due and payable (whether as stated in this Section 5.2(S)4.2, by acceleration or otherwise) until payment in full (whether before or after judgment) shall be payable to the Agent on demand at the rate specified in Section 6.10 (S)5.8 for overdue principal on the Revolving Credit Loans.

Reimbursement Obligation of the Borrower. In order to induce the Agent to issue, extend and renew each Letter of Credit and the Banks to participate therein, the Borrower hereby agrees to reimburse or pay to the Agent, for the account of the Agent or (as the case may be) the Banks, with respect to each Letter of Credit issued, extended or renewed by the Agent hereunder, (a) except as otherwise expressly provided in Section 5.2(b) and (c), on each date that any draft presented under such Letter of Credit is honored by the Agent, or the Agent otherwise makes a payment with respect thereto, (i) the amount paid by the Agent under or with respect to such Letter of Credit, and (ii) without duplication for any amounts owing pursuant to Section 6.7 and Section 16 hereof, the amount of any taxes, fees, charges or other costs and expenses whatsoever incurred by the Agent or any Bank in connection with any payment made by the Agent or any Bank under, or with respect to, such Letter of Credit, (b) upon the reduction (but not termination) of the Total Commitment to an amount less than the Maximum Drawing Amount, an amount equal to such difference, which amount shall be held by the Agent for the benefit of the Banks and the Agent as cash collateral for all Reimbursement Obligations, and (c) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 13sec.14, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Agent for the benefit of the Banks and the Agent as cash collateral for all Reimbursement Obligations. Each such payment shall be made to the Agent at the Agent's Head Office in immediately available funds. Interest on any and all amounts remaining unpaid by the Borrower under this Section 5.2 one day after sec.5.2 at any time from the Agent shall have provided the Borrower with notice that date such amounts have become due and payable (whether as stated in this Section 5.2sec.5.2, by acceleration or otherwise) until payment in full (whether before or after judgment) shall be payable to the Agent on demand at the rate specified in Section 6.10 sec.6.11 for overdue principal on the Revolving Credit Loans.

Reimbursement Obligation of the Borrower. In order to induce the Agent to issue, extend and renew each Letter of Credit and the Banks to participate therein, the Borrower hereby agrees to reimburse or pay to the Agent, for the account of the Agent or (as the case may be) the Banks, with respect to each Letter of Credit issued, extended or renewed by the Agent hereunder, (a) except as otherwise expressly provided in Section 5.2(b[Section]4.2(b) and (c), on each date that any draft presented under such Letter of Credit is honored by the Agent, or the Agent otherwise makes a payment with respect thereto, (i) the amount paid by the Agent under or with respect to such Letter of Credit, and (ii) without duplication for any amounts owing pursuant to Section 6.7 and Section 16 hereof, the amount of any taxes, fees, charges or other reasonable costs and expenses whatsoever incurred by the Agent or any Bank in connection with any payment made by the Agent or any Bank under, or with respect to, such Letter of Credit, (b) upon the reduction (but not termination) of the Total Commitment to an amount less than the Maximum Drawing Amount, an amount equal to such difference, which amount shall be held by the Agent for the benefit of the Banks and the Agent in an interest bearing account selected by the Agent as cash collateral for all Reimbursement Obligations, and (c) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 13[Section]13, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Agent for the benefit of the Banks and the Agent in an interest bearing account selected by the Agent as cash collateral for all Reimbursement Obligations. Each such payment shall be made to the Agent at the Agent's Head Office in immediately available funds. Interest on any and all amounts remaining unpaid by the Borrower under this Section 5.2 one day after [Section]4.2 at any time from the Agent shall have provided the Borrower with notice that date such amounts have become due and payable (whether as stated in this Section 5.2[Section]4.2, by acceleration or otherwise) until payment in full (whether before or after judgment) shall be payable to the Agent on demand at the rate specified in Section 6.10 [Section]5.10 for overdue principal on the Revolving Credit Loans. So long as no Default or Event of Default has occurred and is continuing, the Agent shall return amounts held as cash collateral pursuant to [Section]4.2(b) or as a result of the Borrower's termination of the Total Commitment pursuant to [Section]4.2(c) within a reasonable time following the expiration or cancellation of any Letter of Credit, with the amount being so returned equal to the Maximum Drawing Amount of such expired or cancelled Letter of Credit.

Reimbursement Obligation of the Borrower. In order to induce the Administrative Agent to issue, extend and renew each Letter of Credit and the Banks Lenders to participate therein, the Borrower hereby agrees agrees: (a) to reimburse or pay to the Administrative Agent, for the account of the Administrative Agent or (as the case may be) the BanksLenders, with respect to each Letter of Credit issued, extended or renewed by the Administrative Agent hereunder, (a) except as otherwise expressly provided in Section 5.2(b) and (c), on each date that any draft presented under such Letter of Credit is honored by the Administrative Agent, or the Administrative Agent otherwise makes a payment with respect thereto, (i) the Dollar Equivalent of the amount paid by the Administrative Agent under or with respect to such Letter of Credit, and (ii) without duplication for any amounts owing pursuant to Section 6.7 and Section 16 hereof, the amount of any taxes, fees, charges or other costs and expenses whatsoever incurred by the Administrative Agent or any Bank Lender in connection with any payment made by the Administrative Agent or any Bank Lender under, or with respect to, such Letter of Credit,, provided that, the failure of the Borrower to immediately reimburse the Administrative Agent for amounts due pursuant to this Section 2.2(a) shall be an Event of Default and upon the occurrence of such Event of Default, the Administrative Agent may issue a Notice of Exclusive Control and apply all or any portion of the Pledged Collateral towards the payment obligations described herein, and (b) that the Administrative Agent may, upon the reduction (but not termination) of the Total Commitment to an amount less than the Maximum Drawing Amount, an amount equal to such difference, which amount shall be held by the Agent for the benefit of the Banks and the Agent as cash collateral for all Reimbursement Obligations, and (c) upon the termination of the Total Commitment, or the acceleration of the Aggregate Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 1311, exercise all rights and remedies in respect of the Pledged Collateral and any proceeds thereof, to collect an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Agent for the benefit Dollar Equivalent of the Banks and the Agent as cash collateral for all then outstanding Reimbursement Obligations. Each such payment contemplated by Section 2.2(a) shall be made to the Administrative Agent at the Administrative Agent's Head Office in immediately available funds. Interest on any and all amounts remaining unpaid by the Borrower under this Section 5.2 one day after 2.2 at any time from the Agent shall have provided the Borrower with notice that date such amounts have become due and payable (whether as stated in this Section 5.22.2, by acceleration or otherwise) until payment in full (whether before or after judgment) shall be payable to the Administrative Agent on demand at the rate specified in Section 6.10 for overdue principal on 3.8. Any Pledged Collateral or proceeds thereof collected by the Revolving Administrative Agent pursuant Sections 2.2(a) or 2.2(b) may be, at the Administrative Agent's sole discretion, converted into Pounds Sterling, with any such conversion costs being considered a collection expense and added to the Obligations. All payments of Fees, interest and Reimbursement Obligations to the Lenders shall be made in Dollars even if the underlying Letter of Credit Loansis denominated in Pounds Sterling.

Reimbursement Obligation of the Borrower. In order to induce the Administrative Agent to issue, extend and renew each Letter of Credit and the Banks Revolving Credit Lenders to participate therein, the Borrower hereby agrees to reimburse or pay to the Administrative Agent, for the account of the Administrative Agent or (as the case may be) the BanksRevolving Credit Lenders, with respect to each Letter of Credit issued, extended or renewed by the Administrative Agent hereunder, (a) except as otherwise expressly provided in Section 5.2(b§(b) and (c), on each date that any draft presented under such Letter of Credit is honored by the Administrative Agent, or the Administrative Agent otherwise makes a payment with respect thereto, (i) the amount paid by the Administrative Agent under or with respect to such Letter of Credit, and (ii) without duplication for any amounts owing pursuant to Section 6.7 and Section 16 hereof, the amount of any taxes, fees, charges or other costs and expenses whatsoever incurred by the Administrative Agent or any Bank Revolving Credit Lender in connection with any payment made by the Administrative Agent or any Bank Revolving Credit Lender under, or with respect to, such Letter of Credit, (b) upon the reduction (but not termination) of the Total Revolving Credit Commitment to an amount less than the Maximum Drawing Amount, an amount equal to such difference, which amount shall be held by the Administrative Agent for the benefit of the Banks Revolving Credit Lenders and the Administrative Agent as cash collateral for all Reimbursement Obligations, and (c) upon the termination of the Total Revolving Credit Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 13§14, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Administrative Agent for the benefit of the Banks Revolving Credit Lenders and the Administrative Agent as cash collateral for all Reimbursement Obligations. Each such payment shall be made to the Administrative Agent at the Administrative Agent's Head ’s Office in immediately available funds. Interest on any and all amounts remaining unpaid by the Borrower under this Section §5.2 one day after at any time from the Agent shall have provided the Borrower with notice that date such amounts have become due and payable (whether as stated in this Section §5.2, by acceleration or otherwise) until payment in full (whether before or after judgment) shall be payable to the Administrative Agent on demand at the rate specified calculated in Section 6.10 accordance with §6.11 for overdue principal on the Revolving Credit Loans.

Reimbursement Obligation of the Borrower. In order to induce the Agent to issue, extend and renew each Letter of Credit and the Banks to participate therein, the Borrower hereby agrees to reimburse or pay to the Agent, for the account of the Agent or (as the case may be) the Banks, with respect to each Letter of Credit issued, extended or renewed by the Agent hereunder, (a) except as otherwise expressly provided in Section 5.2(bss.5.2(b) and (c), on each date that any draft presented under such Letter of Credit is honored by the Agent, or the Agent otherwise makes a payment with respect thereto, (i) the Dollar Equivalent of the amount paid by the Agent under or with respect to such Letter of Credit, and (ii) without duplication for any amounts owing pursuant to Section 6.7 and Section 16 hereof, the Dollar Equivalent of the amount of any taxes, fees, charges or other costs and expenses whatsoever incurred by the Agent or any Bank in connection with any payment made by the Agent or any Bank under, or with respect to, such Letter of Credit, (b) upon the reduction (but not termination) of the Total Commitment to an amount less than the Maximum Drawing Amount, an amount equal to such difference, which amount shall be held by the Agent for the benefit of the Banks and the Agent as cash collateral for all Reimbursement Obligations, and (c) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 13ss.14, an amount equal to the Dollar Equivalent of then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Agent for the benefit of the Banks and the Agent as cash collateral for all Reimbursement Obligations. Each such payment shall be made to the Agent at the Agent's Head Office in immediately available funds. Interest on any and all amounts remaining unpaid by the Borrower under this Section 5.2 one day after ss.5.2 at any time from the Agent shall have provided the Borrower with notice that date such amounts have become due and payable (whether as stated in this Section 5.2ss.5.2, by acceleration or otherwise) until payment in full (whether before or after judgment) shall be payable to the Agent on demand at the rate specified in Section 6.10 ss.6.11 for overdue principal on the Revolving Credit Loans.

Reimbursement Obligation of the Borrower. In order to induce the Dollar Agent to issue, extend and renew each Letter of Credit and the Dollar Banks to participate therein, the Borrower hereby agrees to reimburse or pay to the Dollar Agent, for the account of the Dollar Agent or (as the case may be) the Dollar Banks, with respect to each Letter of Credit issued, extended or renewed by the Dollar Agent hereunder, (a) except as otherwise expressly provided in Section 5.2(b4.2(b) and (c), on each date that any draft presented under such Letter of Credit is honored by the Dollar Agent, or the Dollar Agent otherwise makes a payment with respect thereto, (i) the amount paid by the Dollar Agent under or with respect to such Letter of Credit, and (ii) without duplication for any amounts owing pursuant to Section 6.7 and Section 16 hereof, the amount of any taxes, fees, charges or other costs and expenses whatsoever incurred by the Dollar Agent or any Dollar Bank in connection with any payment made by the Dollar Agent or any Dollar Bank under, or with respect to, such Letter of Credit, (b) upon the reduction (but not termination) of the Total Revolver Commitment to an amount less than the Maximum Drawing Amount, an amount equal to such difference, which amount shall be held by the Dollar Agent for the benefit of the Dollar Banks and the Dollar Agent as cash collateral for all Reimbursement Obligations, and (c) upon the termination of the Total Revolver Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 1316, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Agent for the benefit of the Banks and the Dollar Agent as cash collateral for all Reimbursement Obligations. Each such payment shall be made to the Dollar Agent at the Dollar Agent's Head Office in immediately available funds. Interest on any and all amounts remaining unpaid by the Borrower under this Section 5.2 one day after 4.2 at any time from the Agent shall have provided the Borrower with notice that date such amounts have become due and payable (whether as stated in this Section 5.24.2, by acceleration or otherwise) until payment in full (whether before or after judgment) shall be payable to the Dollar Agent on demand at the rate specified in Section 6.10 8.20 for overdue principal on the Revolving Credit Loans.