Common use of Reimbursement Obligation of the Borrowers Clause in Contracts

Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, the applicable Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such Issuing Lender notifies the applicable Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment. Unless the applicable Borrower shall immediately notify such Issuing Lender that such Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, such Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrowers. In the event of If any drawing draft shall be presented for payment under any Letter of Credit, the applicable Borrower agrees Issuing Lender shall notify the Borrowers and the Administrative Agent of the date and the amount thereof. The Borrowers agree to reimburse the Issuing Lender (either whether with the their own funds or with proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender Loans) on each date on which such the Issuing Lender notifies the applicable Borrower of the date and amount of pays a draft paid by it so presented under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment. Unless the applicable Borrower shall immediately notify such Issuing Lender that such Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, such Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in . Each such amount, the proceeds of which payment shall be applied made to reimburse such the Issuing Lender at its address for the amount notices specified herein in lawful money of the related drawing United States of America and such fees and expensesin immediately available funds. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for unreimbursed drawing under any draft paid under a Letter of Credit issued shall constitute a request by it is absolute and unconditional and shall not be affected by any circumstance whatsoeverthe Borrowers, includingsubject to the provisions of Section 2.1, without limitation, non-satisfaction of to the conditions set forth Administrative Agent for ABR Loans in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing drawing. The borrowing date with funds from other sources and respect to any such ABR Loans shall fail to reimburse be the date of the remittance by the Issuing Bank of the proceeds of such drawing. If ABR Loans are not available on the date when the Issuing Lender as provided abovepays a draft, interest shall be payable on any and all amounts remaining unpaid by the unreimbursed amount Borrowers under this subsection from the date of such drawing shall bear interest payment of the applicable draft to but excluding the date of payment in full thereof, (x) for the period commencing on the date of payment of the applicable draft to the date which is 3 days thereafter, at the rate which would be payable on any outstanding Base Rate ABR Loans at such time and (y) thereafter, at the rate which were then overdue from the date would be payable on ABR Loans at such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fulltime plus 2%.

Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, the applicable each Borrower agrees to immediately reimburse the Issuing Lender for amounts paid by the Issuing Lender in respect of draws under each Letter of Credit. In order to facilitate such repayment, each Borrower hereby irrevocably requests that the Lenders make, and the Lenders hereby severally agree to make, on the terms and conditions of this Agreement (either other than as provided in Articles 2 and 6 with respect to the proceeds amounts of, the timing and form of requests for, and the repayment of, Revolving Credit Loans hereunder and in Section 7.2 with respect to conditions precedent to Revolving Credit Loans hereunder), with respect to any drawing under a Letter of Credit, a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same bearing interest at the Base Rate commencing on the day funds, the applicable Issuing Lender on each date on which such Issuing Lender notifies the applicable Borrower of the date and amount of a draft paid by it any drawing is made under any Letter of Credit for and in the aggregate amount of (a) such draft so paid and (b) drawing plus any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment. Unless the applicable Borrower shall immediately notify such Issuing Lender that such Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, such Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amountdraw, the proceeds of which shall be applied to reimburse such the Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section 3.5 to reimburse such the Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, including non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full7.

Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, the applicable Borrower agrees Borrowers agree to reimburse the Issuing Lender in same day funds (either with the proceeds of a Revolving Credit Loan as provided for in this Section 3.5 or with funds from other sources), in same day funds, the applicable Issuing Lender ) on each date on which such the Issuing Lender notifies the applicable Borrower Company of the date and amount of a draft paid by it under any Letter of Credit for Credit. The amount of the Reimbursement Obligation shall equal the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment. Unless the applicable Borrower Borrowers shall immediately notify such the Issuing Lender that such Borrower intends the Borrowers intend to reimburse such the Issuing Lender for such drawing from other sources or funds, such Borrower the Borrowers shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment such date in the amount of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such the Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section 3.5 to reimburse such the Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VIthis Agreement. If a Borrower has elected the Borrowers elect to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, the applicable Borrower agrees The Borrowers agree to reimburse (either with each Issuing Lender, by the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, next Business Day following the applicable Issuing Lender on each date on which such Issuing Lender notifies the applicable Borrower of the date and amount of a draft paid an L/C Disbursement made by it under any Letter of Credit such Issuing Lender, for the amount of (a) such draft so paid L/C Disbursement and (b) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such paymentL/C Disbursement (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”). Unless the applicable Borrower Each such payment shall immediately notify be made to such Issuing Lender that such at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b) and (ii) thereafter, Section 2.13(c). If any Borrower intends fails to so reimburse such Issuing Lender for such drawing from other sources or fundsLender, such Borrower shall be deemed to have timely given requested a Notice borrowing pursuant to Section 2.05 of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date Loans in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amountL/C Disbursement, the proceeds making of which shall any such borrowing to be applied subject to reimburse such Issuing Lender for the amount of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI5.02 (other than delivery of a Borrowing Notice); provided that if such conditions are not satisfied, the procedures specified in Section 3.04 for funding by L/C Participants shall apply. If The Borrowing Date with respect to such borrowing shall be the first date on which a Borrower has elected borrowing of Revolving Credit Loans could be made, pursuant to pay Section 2.05, if the amount Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender of such drawing with funds from other sources and shall fail to reimburse under such Issuing Lender as provided above, the unreimbursed amount Letter of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullCredit.

Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, the applicable Borrower agrees Borrowers agree to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each the next Business Day following the date on which such the Issuing Lender notifies the applicable Borrower Borrowers of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment. Unless the applicable Borrower Borrowers shall immediately notify such the Issuing Lender that such Borrower intends the Borrowers intend to reimburse such the Issuing Lender for such drawing from other sources or funds, such Borrower the Borrowers shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment such date in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate such rate in such amount, the proceeds of which shall be applied to reimburse such the Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such the Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction non‑satisfaction of the conditions set forth in Section 2.3(a) 2.4 or Article VIARTICLE IV. If a Borrower has the Borrowers have elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, the applicable Borrower agrees The Borrowers agree to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the applicable Borrower Borrowers of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid or presented purporting to be drawn and (b) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment. Unless Each such payment shall be made to the applicable Borrower shall immediately notify such Issuing Lender that at its address for notices specified herein in Dollars, (except for payments in connection with Alternate Currency Letters of Credit which shall be repaid in the currency in which such Borrower intends draft was paid) and in immediately available funds. If the Borrowers fail to timely reimburse such the Issuing Lender for such drawing from other sources or fundson the date the Borrowers receive the notice referred to in this Section 3.8, such Borrower the Borrowers shall be deemed to have timely given a Notice of Borrowing hereunder to the Administrative Agent requesting that the Revolving Credit Lenders to make a Revolving Credit Loan bearing interest at the Base Rate Loan on the applicable repayment such date in an amount equal to the amount of (i) such draft so paid and (ii) any amounts referred to drawing and, regardless of whether or not the conditions precedent specified in Section 3.3(c) incurred by such Issuing Lender in connection with such paymentArticle V have been satisfied, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate Loans in such amount, the proceeds of which shall be applied to reimburse such the Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees ; provided, however, that its obligation absent an Event of Default, the Borrowers may elect to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for convert amounts remaining unpaid by the Borrowers (i) under any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth denominated in Section 2.3(a) or Article VI. If a Borrower has elected Dollars to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans, LIBO Market Index Rate Loans, or LIBOR Rate Loans, and (ii) any Letter of Credit denominated in any Alternate Currency to Eurocurrency Loans which were then overdue from the date such amounts become payable (whether at stated maturity[or LIBO Market Index Rate Loans], by acceleration or otherwise) until payment in fullsubject to Section 4.2 hereof.

Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, the applicable Borrower agrees Borrowers agree to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section 3.5 or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the applicable Borrower Domestic Borrower, on behalf of itself or the Canadian Borrower, of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment. Unless the applicable Borrower Domestic Borrower, on behalf of itself or the Canadian Borrower, shall immediately notify such the Issuing Lender that such the applicable Borrower intends to reimburse such the Issuing Lender for such drawing from other sources or funds, such Borrower the Domestic Borrower, on behalf of itself or the Canadian Borrower, shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan funded in Dollars bearing interest at the Base Rate on the applicable repayment such date in the amount of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such paymentpayment (including, without limitation, any and all costs, fees and other expenses incurred by the Issuing Lender in effecting the payment of any Letter of Credit denominated in an Alternative Currency), and the Revolving Credit Lenders shall make a Revolving Credit Loan funded in Dollars bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such the Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section 3.5 to reimburse such the Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) 2.4 or Article VI. If a the applicable Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrowers. In order to induce the event Acceptance Bank and the Issuing Bank to issue, extend and renew each Credit Instrument and the Lenders to participate therein, the Borrowers hereby agree to reimburse or pay to the Acceptance Bank and the Issuing Bank, for the account of the Acceptance Bank, the Issuing Bank or the Lenders (as the case may be), with respect to each Credit Instrument issued, extended or renewed by the Acceptance Bank or the Issuing Bank hereunder, except as otherwise expressly provided in ss.4.3(b) and (c), on each date that any drawing draft presented under any such Letter of Credit is honored by the Issuing Bank, or the Issuing Bank otherwise makes a payment with respect thereto, or, in the case of Bankers' Acceptances, on the maturity date of such Bankers' Acceptances, (i) the amount paid by the Issuing Bank under or with respect to such Letter of Credit, and, with respect to the applicable Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources)Bankers' Acceptances, in same day funds, the applicable Issuing Lender on each date on which such Issuing Lender notifies the applicable Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid Bankers' Acceptances then maturing, and (bii) the amount of any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs and expenses whatsoever incurred by such the Acceptance Bank, the Issuing Bank or any Lender in connection with such payment. Unless any payment made by the applicable Borrower shall immediately notify such Acceptance Bank or the Issuing Lender that such Borrower intends to reimburse such Issuing Lender for such drawing from other sources Bank under, or fundswith respect to, such Borrower Credit Instruments, upon the reduction (but not termination) of the Total Commitment to an amount less than the Maximum Drawing Amount plus the Acceptance Face Amount, plus all unpaid Reimbursement Obligations, an amount equal to such difference, which amount shall be deemed to have timely given a Notice held by the Acceptance Bank or the Issuing Bank (as the case may be) for the benefit of Borrowing to the Administrative Agent requesting that Lenders, the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at Acceptance Bank and the Base Rate on the applicable repayment date in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such paymentBank as cash collateral for all Reimbursement Obligations, and upon the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount termination of the related drawing and such fees and expenses. Each Revolving Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan Instruments in accordance with this Section ss.15, an amount equal to reimburse such the then Maximum Drawing Amount on all Letters of Credit, plus the Acceptance Face Amount, which amount shall be held by the Acceptance Bank or the Issuing Lender Bank (as the case may be) for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction the benefit of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided aboveLenders, the unreimbursed amount of Acceptance Bank and the Issuing Bank as cash collateral for all Reimbursement Obligations. Each such drawing payment shall bear interest be made to the Acceptance Bank or the Issuing Bank (as the case may be) at the rate which would be payable Acceptance Bank's or the Issuing Bank's head office in immediately available funds. Interest on any outstanding Base Rate Loans which were then overdue and all amounts remaining unpaid by the Borrowers under this ss.4.3 at any time from the date such amounts become due and payable (whether at as stated maturityin this ss.4.3, by acceleration or otherwise) until payment in fullfull (whether before or after judgment) shall be payable to Acceptance Bank or the Issuing Bank on demand at the rate specified in ss.5.10 for overdue principal on the Loans.

Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, the applicable Borrower agrees The Borrowers agree to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the applicable Borrower Borrowers of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid or presented purporting to be drawn and (b) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment. Unless Each such payment shall be made to the applicable Borrower shall immediately notify such Issuing Lender that such Borrower intends to reimburse such Issuing Lender at its address for such drawing from other sources or notices specified herein in lawful money of the United States and in immediately available funds, such Borrower . Interest shall be deemed to have timely given a Notice of Borrowing to payable on any and all amounts remaining unpaid by the Administrative Agent requesting that Borrowers under this Article III from the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft are paid under a the Letter of Credit issued (whether at stated maturity, by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth acceleration or otherwise) until payment in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest full at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from overdue. If the Borrowers fail to timely reimburse the Issuing Lender on the date the Borrowers receive the notice referred to in this Section 3.7, the Borrowers shall be deemed to have timely given a Notice of Borrowing hereunder to the Agent requesting the Lenders to make a Base Rate Loan on such amounts become payable (date in an amount equal to the amount of such drawing and, regardless of whether at stated maturityor not the conditions precedent specified in Article V hereof have been satisfied, by acceleration or otherwise) until payment the Lenders shall make Base Rate Loans in fullsuch amount, the proceeds of which shall be applied to reimburse the Issuing Lender for the amount of the related drawing and costs and expenses.

Reimbursement Obligation of the Borrowers. In order to induce the event Agent to issue, extend and renew each Letter of Credit and the Banks to participate therein, the Borrowers hereby 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) on each date that any drawing draft presented under any such Letter of Credit is honored by the Agent or the Agent otherwise makes a payment under or pursuant to such Letter of Credit, (i) the applicable Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such Issuing Lender notifies the applicable Borrower of the date and amount of a draft paid by it the Agent under any or pursuant to such Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment. Unless the applicable Borrower shall immediately notify such Issuing Lender it being understood that such Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, such Borrower shall be deemed to have timely given a Notice of Borrowing payment to the Administrative Agent requesting that may, subject to the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(atherein, be made from the proceeds of a Loan made to the Borrowers pursuant to (S)2.7), and (ii) or Article VI. If a Borrower has elected to pay 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 pursuant to, such drawing with funds from other sources Letter of Credit (to the extent the reimbursement and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount payment of such drawing taxes, fees, charges, costs, or expenses are not otherwise provided for elsewhere in this Agreement and excluding therefrom any amount payable to the Agent by a Bank pursuant to (S)3.3); (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 bear interest be held by the Agent for the benefit of the Banks and the Agent as cash collateral for the 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 (S)13, an amount equal to the then Maximum Drawing Amount, which amount shall be held by the Agent for the benefit of the Banks and the Agent as cash collateral for the Reimbursement Obligations. Each such payment shall be made to the Agent at 000 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, in immediately available funds or (in the rate which would be payable case of clause (a)) from the direct application of the proceeds of a Loan made pursuant to (S)2.7 hereof. Interest on any outstanding Base Rate Loans which were then overdue and all amounts remaining unpaid by the Borrowers under this (S)3.2 at any time from the date such amounts become due and payable (whether at as stated maturityin this (S)3.2, by acceleration or otherwise) until payment in fullfull (whether before or after judgment) shall be payable to the Agent on demand at the rate specified in (S)5.8 for overdue principal of the Loans.

Reimbursement Obligation of the Borrowers. In the event of If any drawing draft shall be presented for payment under any Letter of Credit, the applicable Borrower agrees Issuing Lender shall notify the Borrowers and the Administrative Agent of the date and the amount thereof. The Borrowers agree to reimburse the Issuing Lender (either whether with the their own funds or with proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender Loans) on each date on which such the Issuing Lender notifies the applicable Borrower of the date and amount of pays a draft paid by it so presented under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment. Unless the applicable Borrower shall immediately notify such Issuing Lender that such Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, such Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment; provided that unless the Borrowers’ Representative shall have notified the Administrative Agent otherwise, the Borrowers’ obligations shall be financed with an ABR Loan made under this Section 3.5 in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to reimburse such Letter of Credit disbursement shall be discharged and replaced by the Revolving Credit Lenders resulting ABR Loan, which ABR Loans shall make a Revolving Credit Loan bearing interest at not be subject to the Base Rate conditions precedent in Section 6.2. The borrowing date with respect to any such amount, ABR Loans shall be the date of the remittance by the Issuing Lender of the proceeds of which such drawing. Each such payment shall be applied made to reimburse such the Issuing Lender at its address for the amount notices specified herein in lawful money of the related drawing United States of America and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullimmediately available funds.

Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, the applicable Borrower agrees Borrowers, jointly and severally, agree to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender Administrative Agent on each date on which such Issuing Lender the Administrative Agent notifies the applicable Administrative Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender Bank in connection with such payment. Unless the applicable Administrative Borrower shall immediately notify such Issuing Lender the Administrative Agent that such Borrower intends the Borrowers intend to reimburse such Issuing Lender for such drawing from other sources or funds, such the Administrative Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment such date in the amount of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender Bank in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender the Administrative Agent for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender Bank for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, including non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. V. If a Borrower has the Borrowers have elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender Bank as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, the applicable Each Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable each Issuing Lender through the Administrative Agent on each date the Business Day next succeeding the Business Day on which such Issuing Lender notifies the applicable such Borrower of the date and amount of a draft paid by it presented under any Letter of Credit and paid by such Issuing Lender for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such payment. Unless Each such payment shall be made to the Administrative Agent at its address for notices referred to herein in the relevant currency and in immediately available funds, unless (x) the Issuing Lender (at its option) shall have specified in its notice to the applicable Borrower shall immediately notify that it will require reimbursement in Dollars or (y) in the absence of any such Issuing Lender requirement that such Borrower intends to reimburse the applicable Issuing Bank in Dollars, such Borrower shall have notified the applicable Issuing Lender promptly following the notice of drawing that such Borrower will reimburse such Issuing Lender for in Dollars; provided that, in the case of any such drawing from other sources reimbursement in Dollars of any Letter or fundsCredit denominated in a Foreign Currency, such Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment Issuing Bank shall notify the applicable Borrower of the Exchange Rate for Dollars and the Foreign Currency used for payment of such Letter of Credit as of the date in of the amount payment of (i) the draft presented under such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred Letter of Credit by such the relevant Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied respect to reimburse such Issuing Lender for the amount of the related drawing and such fees and expensesin the Foreign Currency promptly following the determination thereof. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to If the applicable Borrower does not reimburse such the Issuing Lender for any draft paid by the Issuing Lender under a any Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided abovein a Foreign Currency on the date required pursuant to the first sentence of this Section 2.9, the unreimbursed amount of Issuing Lender shall convert such drawing shall bear interest Reimbursement Obligation into Dollars at the rate which would of exchange then available to the Issuing Lender in the interbank market where its foreign currency exchange operations in respect of such Foreign Currency are then being conducted and such Borrower shall thereafter be required to reimburse the Issuing Lender in Dollars for such Reimbursement Obligation (in the amount so converted). Subject to the next succeeding sentence, interest shall be payable on any outstanding Base Rate Loans which were then overdue such amounts from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) on which the relevant draft is paid until payment in fullfull at the rate set forth in (i) until the Business Day next succeeding the date of the relevant notice, Section 2.20(b) and (ii) thereafter, Section 2.20(e). Interest shall be payable on any such amounts denominated in a Foreign Currency from the date on which the relevant draft is paid until payment in full or conversion to Dollars as provided herein at the rate determined by the Issuing Lender as its cost of funding such payment.

Reimbursement Obligation of the Borrowers. In order to induce the event of any drawing under any Issuing Lender to issue and extend each Letter of CreditCredit and the Revolving Credit Lenders to participate therein, the applicable Borrower agrees Borrowers hereby agree to reimburse or pay to the Administrative Agent, for the account of the Issuing Lender, with respect to each Letter of Credit issued or extended by the Issuing Lender hereunder: except as otherwise expressly provided in 3.2(b) and (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sourcesc), in same day funds, the applicable Issuing Lender on each date on which such Issuing Lender notifies the applicable Borrower of the date and amount of a that any draft paid by it presented under any Letter of Credit for is honored by the Issuing Lender, or the Issuing Lender otherwise makes a payment with respect thereto, (i) the amount paid by the Issuing Lender under or with respect to such Letter of Credit, and (ii) the amount of (a) such draft so paid any taxes, fees, charges or other costs and (b) any amounts referred to in Section 3.3(c) expenses whatsoever incurred by such the Issuing Lender or any Revolving Credit Lender in connection with such payment. Unless any payment made by the applicable Borrower shall immediately notify such Issuing Lender or any Revolving Credit Lender under, or with respect to, such Letter of Credit; provided however, if the Borrowers do not reimburse the Administrative Agent on the Drawdown Date, such amount shall, provided that no Event of Default under 13.1(h) or 13.1(i) has occurred, become automatically a Revolving Credit Loan which is a Base Rate Loan advanced hereunder in an amount equal to such Borrower intends sum; and upon the reduction (but not termination) of the Total Revolving Credit Commitment to reimburse 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 Revolving Credit Lenders and the Issuing Lender as cash collateral for such drawing from other sources all Reimbursement Obligations; and upon the Revolving Credit Maturity Date, or fundsupon the termination of the Total Revolving Credit Commitment, such Borrower or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with 13, an amount equal to the Maximum Drawing Amount of all Letters of Credit, which amount shall be deemed to have timely given a Notice held by the Administrative Agent for the benefit of Borrowing the Issuing Lender as cash collateral for all Reimbursement Obligations. Each such payment shall be made to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date Administrative Agent's Office in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees and expensesimmediately available funds. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable Interest on any outstanding Base Rate Loans which were then overdue and all amounts remaining unpaid by the Borrowers under this 3.2 at any time from the date such amounts become due and payable (whether at as stated maturityin this 3.2, by acceleration or otherwise) until payment in fullfull (whether before or after judgment) shall be payable to the Administrative Agent on demand at the rate specified in 5.6 for overdue principal on the Loans.

Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, the applicable Each Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable each Issuing Lender through the Administrative Agent on each date the Business Day next succeeding the Business Day on which such Issuing Lender notifies the applicable such Borrower of the date and amount of a draft paid by it presented under any Letter of Credit and paid by such Issuing Lender for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such paymentpayment other than Excluded Taxes. Unless Each such payment shall be made to the Administrative Agent at its address for notices referred to herein in the relevant currency and in immediately available funds, unless (x) the applicable Issuing Lender (at its option) shall have specified in its notice to the applicable Borrower shall immediately notify that it will require reimbursement in Dollars or (y) in the absence of any such Issuing Lender requirement that such Borrower intends to reimburse the applicable Issuing Lender in Dollars, such Borrower shall have notified the applicable Issuing Lender promptly following the notice of drawing that such Borrower will reimburse such Issuing Lender for in Dollars; provided that, in the case of any such drawing from other sources reimbursement in Dollars of any Letter or fundsCredit denominated in a Foreign Currency, such Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment Issuing Lender shall notify the applicable Borrower of the Exchange Rate for Dollars and the Foreign Currency used for payment of such Letter of Credit as of the date in of the amount payment of (i) the draft presented under such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred Letter of Credit by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied respect to reimburse such Issuing Lender for the amount of the related drawing and such fees and expensesin the Foreign Currency promptly following the determination thereof. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to If the applicable Borrower does not reimburse such the applicable Issuing Lender for any draft paid by such Issuing Lender under a any Letter of Credit issued by it is absolute and unconditional and such Issuing Lender in a Foreign Currency on the date required pursuant to the first sentence of this Section 2.9, such Issuing Lender shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction convert such Reimbursement Obligation into Dollars at the rate of exchange then available to such Issuing Lender in the conditions set forth interbank market where its foreign currency exchange operations in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount respect of such drawing with funds from other sources Foreign Currency are then being conducted and such Borrower shall fail thereafter be required to reimburse such Issuing Lender as provided abovein Dollars for such Reimbursement Obligation (in the amount so converted). Subject to the next succeeding sentence, the unreimbursed amount of such drawing interest shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue such amounts from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) on which the relevant draft is paid until payment in fullfull at the rate set forth in (i) until the Business Day next succeeding the date of the relevant notice, Section 2.20(b) and (ii) thereafter, Section 2.20(d). Interest shall be payable on any such amounts denominated in a Foreign Currency from the date on which the relevant draft is paid until payment in full or conversion to Dollars as provided herein at the rate determined by the applicable Issuing Lender as its cost of funding such payment.

Reimbursement Obligation of the Borrowers. In (a) Each Issuing Lender shall promptly notify the event Borrower Representative of any drawing presentation of a draft under any Letter of Credit, the applicable . Each Borrower hereby agrees to reimburse (either with each Issuing Lender, upon receipt by the proceeds Borrower Representative of a Revolving Credit Loan as provided for in this Section or with funds notice from other sources), in same day funds, the applicable Issuing Lender on each date on which such Issuing Lender notifies the applicable Borrower of the date and amount of a draft paid by it presented under any Letter of Credit issued on its behalf and paid by such Issuing Lender (an “L/C Disbursement”), for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses reasonably incurred by such Issuing Lender in connection with such payment. Unless Each such payment shall be made to the applicable Issuing Lender, at its address for notices specified herein, in Dollars in immediately available funds, no later than 3:00 P.M., New York City time, on the date which is one (1) Business Day (or, if the Facility is fully drawn on such date and the applicable Borrower shall immediately notify does not have sufficient cash on hand to make such Issuing Lender payment, two (2) Business Days) after the date on which the Borrower Representative receives such notice, if received prior to 11:00 A.M., New York City Time, on a Business Day and otherwise, no later than 3:00 P.M., New York City time, on the next succeeding Business Day; provided that the Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Subsection 2.2 that such Borrower intends payment be financed with ABR Loans or Swingline Loans in an equivalent amount and, to reimburse the extent so financed, the Borrowers’ obligation to make such Issuing Lender for such drawing from other sources or funds, such Borrower payment shall be deemed to have timely given a Notice discharged and replaced by the resulting ABR Loans or Swingline Loans. (b) Interest shall be payable on any and all amounts remaining unpaid by the Borrowers under this Subsection 3.5(b) from the date the draft presented under the affected Letter of Borrowing Credit is paid to the Administrative Agent requesting date on which the applicable Borrower is required to pay such amounts pursuant to clause (a) above at the rate which would then be payable on any outstanding ABR Loans that the are Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date in the amount of (i) such draft so paid Loans and (ii) any amounts referred to thereafter until payment in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest full at the rate which would be payable on any outstanding Base Rate ABR Loans that are Revolving Credit Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fulloverdue.

Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, the applicable Borrower agrees Borrowers agree to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the applicable Borrower Agent of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment. Unless the applicable Borrower Agent shall immediately notify such the Issuing Lender that such Borrower intends the Borrowers intend to reimburse such the Issuing Lender for such drawing from other sources or funds, such the Borrower Agent shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment such date in the amount of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such the Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such the Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has the Borrowers have elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrowers. In order to induce the event of any drawing under any Agent or the Columbia Issuing Bank (as the case may be) to issue, extend and renew each Letter of CreditCredit and the Banks to participate therein, the applicable Borrower agrees Borrowers hereby agree to reimburse or pay to the Agent or the Columbia Issuing Bank (either as the case may be) with respect to each Letter of Credit issued, extended or renewed by the proceeds of a Revolving Credit Loan Agent or the Columbia Issuing Bank hereunder as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender follows: (a) on each date on which such Issuing Lender notifies the applicable Borrower of the date and amount of a that any draft paid by it presented under any Letter of Credit for is honored by the Agent or the Columbia Issuing Bank or the Agent or the Columbia Issuing Bank otherwise makes payment with respect thereto, (i) the amount paid by the Agent or the Columbia Issuing Bank under or with respect to such Letter of Credit, and (ii) the amount of (a) such draft so paid any taxes, fees, charges or other costs and (b) any amounts referred to in Section 3.3(c) expenses whatsoever incurred by such the Agent, the Columbia Issuing Lender Bank or any Bank in connection with such payment. Unless any payment made by the applicable Borrower shall immediately notify such Agent, the Columbia Issuing Lender that such Borrower intends to reimburse such Issuing Lender for such drawing from other sources Bank or fundsany Bank under, or with respect to, such Borrower shall be deemed to have timely given a Notice Letter of Borrowing to Credit; provided however, if the Administrative Borrowers do not reimburse the Agent requesting or the Columbia Issuing Bank (as the case may be) on the Drawdown Date, such amount shall, provided that the Revolving Credit Lenders make no Event of Default under Sections 12.1(h) or 12.1(i) has occurred, become automatically a Revolving Credit Loan bearing interest at the which is a Base Rate on Loan advanced hereunder in an amount equal to such sum; and (b) upon the applicable repayment date in Maturity Date, or the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount termination of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan Total Commitment, or the acceleration of the Reimbursement Obligations in accordance with this Section 12, an amount equal to reimburse such Issuing Lender the Maximum Drawing Amount, which amount shall be held by the Agent for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction the benefit of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Columbia Issuing Lender as provided aboveBank, the unreimbursed amount of such drawing shall bear interest at Banks and the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullAgent as cash collateral for all Reimbursement Obligations.

Reimbursement Obligation of the Borrowers. In order to induce the event of any drawing under any Letter of Credit, Administrative Agent to cause the applicable Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such Issuing Lender notifies the applicable Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount Issuer to issue, extend and renew each Letter of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment. Unless the applicable Borrower shall immediately notify such Issuing Lender that such Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, such Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a to participate therein, the Borrowers hereby jointly and severally agree to reimburse or pay to the Administrative Agent and the Letter of Credit Issuer, for the account of the Administrative Agent and the Letter of Credit Issuer or (as the case may be) the Revolving Credit Loan bearing interest at Lenders, with respect to each Letter of Credit issued, extended or renewed by the Base Rate Letter of Credit Issuer hereunder, (a) except as otherwise expressly provided in ss.4.2(b) and (c), on each date that any draft presented under such amountLetter of Credit is honored by the Letter of Credit Issuer, or the proceeds Letter of which shall be applied Credit Issuer otherwise makes a payment with respect thereto, (i) the amount paid by the Letter of Credit Issuer under or with respect to reimburse such Issuing Lender for Letter of Credit, and (ii) the amount of any taxes, reasonable fees, charges or other costs and expenses whatsoever incurred by the related drawing and such fees and expenses. Each Letter of Credit Issuer, the Administrative Agent or any Lender in connection with any payment made by the Letter of Credit Issuer, the Administrative Agent or any Revolving Credit Lender acknowledges and agrees that its obligation under, or with respect to, such Letter of Credit, (b) upon the reduction (but not termination) of the Total Commitment to fund a 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 Letter of Credit Issuer, the Revolving Credit Loan 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 this Section ss.13, an amount equal to reimburse such Issuing Lender the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Administrative Agent for any draft paid under a the benefit of the Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided aboveIssuer, the unreimbursed amount of Revolving Credit Lenders and the Administrative Agent as cash collateral for all Reimbursement Obligations. Each such drawing payment shall bear interest be made to the Administrative Agent at the rate which would be payable Administrative Agent's Office in immediately available funds. Interest on any outstanding Base Rate Loans which were then overdue and all amounts remaining unpaid by the Borrowers under this ss.4.2 at any time from the date such amounts become due and payable (whether at as stated maturityin this ss.4.2, by acceleration or otherwise) until payment in fullfull (whether before or after judgment) shall be payable to the Administrative Agent on demand at the rate specified in ss.5.10 for overdue principal on the Revolving Credit Loans. Notwithstanding the foregoing, the Administrative Agent, without the request of the Borrowers, may advance Revolving Credit Loans in the amount of any honoring of any Letter of Credit and other amount for which the Borrowers, the Letter of Credit Issuer, the Administrative Agent or the Revolving Credit Lenders become obligated on account of, or in respect to, any Letter of Credit. Such advance shall be made whether or not a Default exists or such advance would result in an OverLoan. Such action shall not constitute a waiver of the Administrative Agent's and the Revolving Credit Lenders' rights under this Section 4.

Reimbursement Obligation of the Borrowers. In consideration for the event Issuing Bank having issued, and in order to induce the Administrative Agent to cause the Issuing Bank to extend and renew, any of the Existing Letters of Credit for the account of the Borrowers, the Borrowers agree to reimburse or pay to the Administrative Agent, for the account of the Administrative Agent and/or the Issuing Bank or (as the case may be) the Lenders, with respect to each Existing Letter of Credit issued, extended or renewed for either of the Borrowers’ account, on each date that any drawing draft presented under such Existing Letter of Credit is honored by the Issuing Bank, or the Issuing Bank or the Administrative Agent otherwise makes a payment with respect thereto or the Administrative Agent makes any payment under any LC Guaranty, (a) the amount paid by the Issuing Bank or the Administrative Agent under or with respect to such Existing Letter of Credit, the applicable Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such Issuing Lender notifies the applicable Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) the amount of any taxes, fees, charges or other costs and expenses whatsoever reasonably incurred by the Issuing Bank or Administrative Agent or any Lender (without duplication of any amounts referred paid by the Borrowers pursuant to in Section 3.3(c6.3, and other than Excluded Taxes) incurred by such Issuing Lender in connection with such payment. Unless any payment made by the applicable Borrower shall immediately notify such Issuing Bank, Administrative Agent or any Lender that such Borrower intends to reimburse such Issuing Lender for such drawing from other sources under, or fundswith respect to, such Borrower Existing Letter of Credit (collectively, the “Reimbursement Obligations”); provided that, subject to the conditions to borrowing set forth herein, payment of each Reimbursement Obligation by the Borrowers under this Section shall be deemed to have timely given a Notice made through the automatic funding of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date to Revolving Loans in an amount equal to the amount of such Reimbursement Obligation, and the Borrowers hereby irrevocably authorize and direct the Administrative Agent and Issuing Bank to take such actions as may be necessary to effectuate such automatic funding of any such Base Rate Loans. Notwithstanding the foregoing, upon the reduction (but not termination) of the Revolving Credit Limit to an amount less than the then outstanding Revolving Exposure at such time as the then applicable Maximum Drawing Amount is greater than zero, the Borrowers shall within one (1) Business Day provide cash or Cash Equivalents to the Administrative Agent in an amount equal to the lesser of (i) such draft so paid the excess of the Revolving Exposure over the Revolving Credit Limit, and (ii) any amounts referred to in Section 3.3(c) incurred such Maximum Drawing Amount, which amount shall be held by such Issuing Lender in connection with such paymentthe Administrative Agent for the benefit of the Lenders and the Administrative Agent as Cash Collateral for all Reimbursement Obligations, and upon the reduction of the Revolving Credit Lenders shall make a Revolving Limit to zero, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender issued for the amount account of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan Borrowers in accordance with Section 11.2.1, the Borrowers shall immediately provide cash or Cash Equivalents to the Administrative Agent in an amount equal to the then Maximum Drawing Amount on all Existing Letters of Credit, which amount shall be held by the Administrative Agent, for the benefit of the 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 Office in immediately available funds. Interest on any and all amounts remaining unpaid by the Borrowers under this Section to reimburse such Issuing Lender for at any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue time from the date such amounts become due and payable (whether at as stated maturityin this Section, by acceleration or otherwise) until payment in fullfull (whether before or after judgment) shall be payable to the Administrative Agent on demand and shall accrue interest at the Default Rate.

Reimbursement Obligation of the Borrowers. In order to induce the event Issuing Bank to issue, extend and renew each Letter of Credit and the Banks to participate therein, the Borrowers hereby agree to reimburse or pay to the Administrative Agent, for the account of the Issuing Bank or (as the case may be) the Banks, with respect to each Letter of Credit issued, extended or renewed by the Issuing Bank hereunder, (a) on each date that any drawing draft presented under any such Letter of Credit is honored by the Issuing Bank or the Issuing Bank otherwise makes a payment under or pursuant to such Letter of Credit, (i) the applicable Borrower agrees amount paid by the Issuing Bank under or pursuant to reimburse such Letter of Credit and (either ii) the amount of any customary taxes, fees, charges or other reasonable costs and expenses whatsoever incurred by the Issuing Bank or any Bank in connection with any payment made by the Issuing Bank or any Bank under, or pursuant to, such Letter of Credit (to the extent the reimbursement and payment of such taxes, fees, charges, costs, or expenses are not otherwise provided for elsewhere in this Agreement and excluding therefrom any amount payable to the Issuing Bank by a Bank pursuant to SECTION 3.3) (it being understood that such payments under this Section 3.2(a) to the Issuing Bank may be made from the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sourcesmade to the Borrowers pursuant to SECTION 2.7), in same day funds, the applicable Issuing Lender on each date on which such Issuing Lender notifies the applicable Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and ; (b) any amounts referred upon the reduction (but not termination) of the Total Commitment to in Section 3.3(c) incurred by an amount less than the Maximum Drawing Amount, an amount equal to such Issuing Lender in connection with such payment. Unless the applicable Borrower shall immediately notify such Issuing Lender that such Borrower intends to reimburse such Issuing Lender for such drawing from other sources or fundsdifference, such Borrower which amount shall be deemed held by the Administrative Agent for the benefit of the Banks and the Issuing Bank as cash collateral for the Reimbursement Obligations; and (c) upon the termination of the Total Commitment or the acceleration of the Reimbursement Obligations with respect to have timely given a Notice all Letters of Borrowing Credit in accordance with SECTION 13, an amount equal to the then Maximum Drawing Amount, which amount shall be held by the Administrative Agent for the benefit of the Banks and the Issuing Bank as cash collateral for the Reimbursement Obligations. Each such payment shall be made to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date 000 Xxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, in immediately available funds or (in the amount case of clause (ia)) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and from the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, direct application of the proceeds of which shall be applied a Loan made pursuant to reimburse such Issuing Lender for the amount of the related drawing and such fees and expensesSECTION 2.7 hereof. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable Interest on any outstanding Base Rate Loans which were then overdue and all amounts remaining unpaid by the Borrowers under this SECTION 3.2 at any time from the date such amounts become due and payable (whether at as stated maturityin this SECTION 3.2, by acceleration or otherwise) until payment in fullfull (whether before or after judgment) shall be payable to the Administrative Agent on demand at the rate specified in SECTION 5.8 for overdue principal of the Loans.

Reimbursement Obligation of the Borrowers. In (a) Upon receipt from the event beneficiary of any Letter of Credit of any notice of a drawing under any such Letter of Credit, the applicable Issuing Lender shall notify the Borrower Representative and the Administrative Agent thereof. Each Borrower hereby agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable each Issuing Lender on each date on which (through the Administrative Agent) upon receipt by the Borrower Representative of notice from such Issuing Lender notifies the applicable Borrower of the date and amount of a draft paid by it presented under any Letter of Credit issued on its behalf and paid by such Issuing Lender, for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses reasonably incurred by such each Issuing Lender in connection with such payment. Unless the applicable Borrower shall immediately notify Each such Issuing Lender that such Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, such Borrower payment shall be deemed to have timely given a Notice of Borrowing made to the Administrative Agent requesting that for the Revolving Credit Lenders make a Revolving Credit Loan bearing interest account of the applicable Issuing Lender at the Base Rate its address for notices specified herein and in immediately available funds, on the applicable repayment date in which is one Business Day (or such longer period as may be agreed to by the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, Administrative Agent and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at applicable Issuing Lender) after the Base Rate in Borrower Representative receives such amount, the proceeds of which notice. (b) Interest shall be applied to reimburse such Issuing Lender for payable on any and all amounts remaining unpaid by the amount applicable Borrower (or by the Borrower Representative on behalf of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with applicable Borrower) under this Section to reimburse such Issuing Lender for any subsection 3.5(b) from the date the draft paid presented under a the affected Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of paid to the conditions set forth in Section 2.3(a) or Article VI. If a date on which the applicable Borrower has elected is required to pay such amounts pursuant to paragraph (a) above at the amount of such drawing with funds from other sources rate which would then be payable on any outstanding ABR Loans that are Tranche A Revolving Credit Loans and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest thereafter until payment in full at the rate which would be payable on any outstanding Base Rate ABR Loans that are Tranche A Revolving Credit Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fulloverdue.

Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, the applicable Each Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources)Issuing Lender, in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the applicable such Borrower of the date and amount of a draft paid by it presented under any Letter of Credit issued for the account of such Borrower and paid by the Issuing Lender, for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”). Each such payment shall be made to the Issuing Lender at its address for notices specified herein in Dollars and in immediately available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.15(b) and (ii) thereafter, Section 2.15(d), provided that no amount payable in respect of clause (b) of the preceding sentence shall be due and payable to the Issuing Lender until the relevant Borrower is notified in writing of the incurrence of such payment. Unless Each drawing under any Letter of Credit shall (unless an event of the applicable type described in clause (i) or (ii) of Section 8(f) shall have occurred and be continuing with respect to any Borrower, in which case the procedures specified in Section 3.4 for funding by L/C Participants shall apply) constitute a request by the relevant Borrower shall immediately notify such Issuing Lender that such Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, such Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make for a Revolving Credit Loan bearing interest borrowing pursuant to Section 2.5 of Base Rate Loans (or, at the Base Rate on option of the applicable repayment date Administrative Agent and the Swing Line Lender in their sole discretion, a borrowing pursuant to Section 2.7 of Swing Line Loans) in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans (ior, if applicable, Swing Line Loans) could be made, pursuant to Section 2.5 (or, if applicable, Section 2.7), if the Administrative Agent had received a notice of such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such borrowing at the time the Administrative Agent receives notice from the Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse under such Issuing Lender as provided above, the unreimbursed amount Letter of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullCredit.

Reimbursement Obligation of the Borrowers. In Unless the event of any drawing under any Letter of CreditBorrowers are entitled to obtain a Revolving Loan in such amount on such date, the applicable Borrower agrees Borrowers agree to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the applicable Borrower Borrowers of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so properly paid and (b) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment. Unless So long as Wachovia is the applicable Borrower Issuing Lender, each such payment shall immediately notify be made at the Agent's Office. If Wachovia is not the Issuing Lender, each such payment shall be made to the Issuing Lender that at its address for notices specified herein. In any case, each such Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, such Borrower payment shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date made in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount lawful money of the related drawing United States and such fees and expensesin immediately available funds. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and Interest shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue and all amounts remaining unpaid by the Borrowers under this ARTICLE III from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullfull at the rate that is provided for in the Letter of Credit Agreement. Unless the Borrowers have otherwise previously reimbursed the Issuing Lender, then on the date on which the Issuing Lender notifies the Borrowers of the date and amount of a draft paid under any Letter of Credit, the Borrowers shall be deemed to have timely given a Notice of Borrowing hereunder to the Agent requesting the Lenders to make a Revolving Loan on such date in an amount equal to the amount of such drawing and, regardless of whether the conditions precedent specified in ARTICLE V have been satisfied, the Lenders shall make Revolving Loans in such amount, the proceeds of which shall be applied to reimburse the Issuing Lender for the amount of the related drawing and costs and expenses.

Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, the applicable Borrower agrees Borrowers agree to reimburse the Issuing Lender in same day funds (in the case of a New Letter of Credit, either with the proceeds of a Revolving Credit Loan as provided for in this Section 3.5 or with funds from other sources), and in same day fundsthe case of the Existing Letter of Credit, the applicable Issuing Lender with funds from other sources) on each date on which such the Issuing Lender notifies the applicable Borrower Company of the date and amount of a draft paid by it under any Letter of Credit for Credit. The amount of the Reimbursement Obligation shall equal the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment. Unless With respect to the applicable Borrower reimbursement of a New Letter of Credit, unless the Borrowers shall immediately notify such the Issuing Lender that such Borrower intends the Borrowers intend to reimburse such the Issuing Lender for such drawing from other sources or funds, such Borrower the Borrowers shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment such date in the amount of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such the Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section 3.5 to reimburse such the Issuing Lender for any draft paid under a New Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VIthis Agreement. If a Borrower has elected the Borrowers elect, or in the case of the Existing Letter of Credit, are required, to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the Issuing Lender as provided above, the unreimbursed amount of such drawing (i) with respect to New Letters of Credit shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) and (ii) with respect to the Existing Letter of Credit, shall bear interest at the rates set forth in the Existing Letter of Credit Documents, in each case, until payment in full.

Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, the applicable Borrower agrees Borrowers agree to reimburse the Issuing Lender in same day funds (either with the proceeds of a Revolving Credit Loan as provided for in this Section 3.5 or with funds from other sources), in same day funds, the applicable Issuing Lender ) on each date on which such the Issuing Lender notifies the applicable Borrower Company of the date and amount of a draft paid by it under any Letter of Credit for Credit. The amount of the Reimbursement Obligation shall equal the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c3.3(b) incurred by such the Issuing Lender in connection with such payment. Unless the applicable Borrower Borrowers shall immediately notify such the Issuing Lender that such Borrower intends the Borrowers intend to reimburse such the Issuing Lender for such drawing from other sources or funds, such Borrower the Borrowers shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment such date in the amount of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c3.3(b) incurred by such the Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such the Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section 3.5 to reimburse such the Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VIthis Agreement. If a Borrower has elected the Borrowers elect to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, the applicable Borrower agrees The Borrowers agree to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the applicable Borrower Borrowers in writing of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses, if any, reasonably incurred by such the Issuing Lender in connection with such payment. Unless Each such payment shall be made to the applicable Borrower shall immediately notify such Issuing Lender that such Borrower intends to reimburse such Issuing Lender at its address for such drawing from other sources or funds, such Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date notices specified herein in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount lawful money of the related drawing United States and such fees and expensesin immediately available funds. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and Interest shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue and all amounts remaining unpaid by the Borrowers under this Article III from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullfull at the rate which would be payable on any outstanding Loans which were then overdue. If the Borrowers fail to timely reimburse the Issuing Lender on the date the Borrowers receive the notice referred to in this Section 3.5, the Borrowers shall be deemed to have timely given a Notice of Borrowing hereunder to the Agent requesting the Lenders to make a Loan on such date in an amount equal to the amount of such drawing and, regardless of whether the conditions precedent specified in Article V have been satisfied, the Lenders shall be authorized to make a Loan in such amount, the proceeds of which shall be applied to reimburse the Issuing Lender for the amount of the related drawing and costs and expenses.

Reimbursement Obligation of the Borrowers. In order to induce the event of any drawing under any Administrative Agent to cause the Issuing Bank to issue, extend and renew each Letter of Credit, the applicable Borrower agrees Borrowers agree to reimburse (either with or pay to the proceeds of a Revolving Credit Loan as provided Administrative Agent for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such Issuing Lender notifies the applicable Borrower account of the date and amount of a draft paid by it under any Administrative Agent and/or the Issuing Bank or (as the case may be) the Lenders, with respect to each Letter of Credit issued, extended or renewed for either of the amount Borrowers’ account, within two (2) Business Days after notice from the Administrative Agent or the Issuing Bank that any draft presented under such Letter of Credit is honored by the Issuing Bank, or the Issuing Bank or the Administrative Agent otherwise makes a payment with respect thereto or the Administrative Agent makes any payment under any LC Guaranty, (a) the amount paid by the Issuing Bank or the Administrative Agent under or with respect to such draft so paid Letter of Credit, and (b) the amount of any taxes, fees, charges or other costs and expenses whatsoever reasonably incurred by the Issuing Bank or Administrative Agent or any Lender (without duplication of any amounts referred paid by the Borrowers pursuant to in Section 3.3(c6.2, and other than Excluded Taxes) incurred by such Issuing Lender in connection with such payment. Unless any payment made by the applicable Borrower shall immediately notify such Issuing Bank, Administrative Agent or any Lender that such Borrower intends to reimburse such Issuing Lender for such drawing from other sources under, or fundswith respect to, such Borrower Letter of Credit (collectively, the “Reimbursement Obligations”); provided that, regardless of whether the conditions to borrowing set forth herein are then satisfied, payment of each Reimbursement Obligation by the Borrowers under this Section shall be deemed to have timely given a Notice made through the automatic funding of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date to Revolving Loans in an amount equal to the amount of such Reimbursement Obligation, and the Borrowers hereby irrevocably authorize and direct the Administrative Agent and Issuing Bank to take such actions as may be necessary to effectuate such automatic funding of any such Base Rate Loans. Notwithstanding the foregoing, upon the reduction (but not termination) of the Revolving Credit Limit to an amount less than the then outstanding Revolving Exposure at such time as the then applicable Maximum Drawing Amount is greater than zero, the Borrowers shall within two (2) Business Days provide cash or Cash Equivalents to the Administrative Agent in an amount equal to the lesser of (i) such draft so paid the excess of the Revolving Exposure over the Revolving Credit Limit, and (ii) any amounts referred to in Section 3.3(c) incurred such Maximum Drawing Amount, which amount shall be held by such Issuing Lender in connection with such paymentthe Administrative Agent for the benefit of the Lenders and the Administrative Agent as cash collateral for all Reimbursement Obligations, and upon the reduction of the Revolving Credit Lenders shall make a Revolving Limit to zero, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender issued for the amount account of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan Borrowers in accordance with Section 11.2.1, the Borrowers shall immediately provide cash or Cash Equivalents to the Administrative Agent in 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 Lenders and the Administrative Agent, as cash collateral for all Reimbursement Obligations (all such cash collateral to be provided pursuant to this sentence, collectively, the “Cash Collateral”). Each such payment shall be made to the Administrative Agent at the Administrative Agent’s Office in immediately available funds. Interest on any and all amounts remaining unpaid by the Borrowers under this Section to reimburse such Issuing Lender for at any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue time from the date such amounts become due and payable (whether at as stated maturityin this Section, by acceleration or otherwise) until payment in fullfull (whether before or after judgment) shall be payable to the Administrative Agent on demand and shall accrue interest at the Default Rate.

Reimbursement Obligation of the Borrowers. (a) In the event of any drawing under any Letter of Credit, the applicable Borrower that requested such Letter of Credit agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, funds in the applicable currency in which such Letter of Credit was denominated (either Dollars or a Permitted Foreign L/C Currency) the Issuing Lender on each date on which such the Issuing Lender notifies the applicable such Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (ai) such draft so paid and (bii) any amounts referred to in Section 3.3(c) 3.3 incurred by such the Issuing Lender in connection with such payment. Unless the applicable Borrower shall immediately notify such the Issuing Lender that such Borrower intends to reimburse such the Issuing Lender for such drawing from other sources or funds, such Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base LIBOR Rate on the applicable repayment such date in the amount of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c) 3.3 incurred by such the Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base LIBOR Rate in such amount, the proceeds of which shall be applied to reimburse such the Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such the Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If a the applicable Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base LIBOR Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrowers. In order to induce the event of any drawing under any Letter of Credit, Agent to cause the applicable Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such Issuing Lender notifies the applicable Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount Issuer to issue, extend and renew each Letter of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment. Unless the applicable Borrower shall immediately notify such Issuing Lender that such Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, such Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a to participate therein, the Borrowers hereby jointly and severally agree to reimburse or pay to the Agent and the Letter of Credit Issuer, for the account of the Agent and the Letter of Credit Issuer or (as the case may be) the Revolving Credit Loan bearing interest at Lenders, with respect to each Letter of Credit issued, extended or renewed by the Base Rate Letter of Credit Issuer hereunder, (a) except as otherwise expressly provided in Section 4.2(b) and (c), on each date that any draft presented under such amountLetter of Credit is honored by the Letter of Credit Issuer, or the proceeds Letter of which shall be applied Credit Issuer otherwise makes a payment with respect thereto, (i) the amount paid by the Letter of Credit Issuer under or with respect to reimburse such Issuing Lender for Letter of Credit, and (ii) the amount of any taxes, reasonable fees, charges or other costs and expenses whatsoever incurred by the related drawing and such fees and expenses. Each Letter of Credit Issuer, the Agent or any Revolving Credit Lender acknowledges and agrees that its obligation to fund a in connection with any payment made by the Letter of Credit Issuer, the Agent or any Revolving Credit Loan Lender under, or with respect to, such Letter of Credit, (b) upon the reduction (but not termination) of the Total Revolving 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 Letter of Credit Issuer, the Revolving Credit Lenders and the Agent as cash collateral for all Reimbursement Obligations, and (c) upon the termination of the Total Revolving Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with this Section 13, an amount equal to reimburse such Issuing Lender the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Agent for any draft paid under a the benefit of the Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided aboveIssuer, the unreimbursed amount of Revolving Credit Lenders and the Agent as cash collateral for all Reimbursement Obligations. Each such drawing payment shall bear interest be made to the Agent at the rate which would be payable Agent’s Office in immediately available funds. Interest on any outstanding Base Rate Loans which were then overdue and all amounts remaining unpaid by the Borrowers under this Section 4.2 at any time from the date such amounts become due and payable (whether at as stated maturityin this Section 4.2, by acceleration or otherwise) until payment in fullfull (whether before or after judgment) shall be payable to the Agent on demand at the rate specified in Section 5.10 for overdue principal on the Revolving Credit Loans. Notwithstanding the foregoing, the Agent, without the request of the Borrowers, may advance Revolving Credit Loans in the amount of any honoring of any Letter of Credit and other amount for which the Borrowers, the Letter of Credit Issuer, the Agent or the Revolving Credit Lenders become obligated on account of, or in respect to, any Letter of Credit. Such advance shall be made whether or not a Default exists or such advance would result in an OverLoan. Such action shall not constitute a waiver of the Agent’s and the Revolving Credit Lenders’ rights under this Section 4.

Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, the applicable Borrower agrees Borrowers agree to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the applicable Borrower Borrowers of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c3.03(c) incurred by such the Issuing Lender in connection with such payment. Unless the applicable Borrower Borrowers shall immediately notify such the Issuing Lender that such Borrower intends the Borrowers intend to reimburse such the Issuing Lender for such drawing from other sources or funds, such Borrower the Borrowers shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment such date in the amount of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c3.03(c) incurred by such the Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such the Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such the Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, including non-satisfaction of the conditions set forth in Section 2.3(a2.03(a) or Article VI. V. If a Borrower has the Borrowers have elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, the applicable Borrower agrees The Borrowers agree to reimburse (either with each Issuing Lender, by the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, next Business Day following the applicable Issuing Lender on each date on which such Issuing Lender notifies the applicable Borrower of the date and amount of a draft paid an L/C Disbursement made by it under any Letter of Credit such Issuing Lender, for the amount of (a) such draft so paid L/C Disbursement and (b) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such paymentL/C Disbursement (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”). Unless the applicable Borrower Each such payment shall immediately notify be made to such Issuing Lender that such at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b) and (ii)thereafter, Section 2.13(c). If any Borrower intends fails to so reimburse such Issuing Lender for such drawing from other sources or fundsLender, (i) such Borrower shall be deemed to have timely given requested a Notice Borrowing pursuant to Section 2.05 of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date ABR Loans in the amount of (i) such draft so paid L/C Disbursement without regard to the minimum and (ii) any amounts referred to multiples specified in Section 3.3(c) incurred by such Issuing Lender in connection with such payment3.05 for the principal amount of ABR Loans, and but subject to the unutilized portion of the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amountCommitments, the proceeds making of which shall any such Borrowing to be applied subject to reimburse such Issuing Lender for the amount of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a1.01(a) or Article VI. If a Borrower has elected (other than Section 5.02(a) and (c)); provided that if such conditions are not satisfied, the procedures specified in Section 3.04 for funding by L/C Participants shall apply and (ii) the Lenders under the Revolving Credit Facility (other than with respect to pay any draws on any Letters of Credit after the amount of such drawing with funds from other sources and fifth Business Day prior to the Revolving Credit Maturity Date) shall fail be irrevocably obligated to reimburse such Issuing Lender as provided abovepro rata based upon the Lenders’ respective Revolving Credit Commitments. The Borrowing Date with respect to such Borrowing shall be the first date on which a Borrowing of Revolving Credit Loans could be made, pursuant to Section 2.05, if the unreimbursed amount Administrative Agent had received a notice of such Borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date under such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullLetter of Credit.

Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, the applicable (a) Each Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable relevant Issuing Lender on each date the same Business Day on which such Issuing Lender notifies the applicable Borrower of the date and amount of a draft paid by it is presented under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred issued by such Issuing Lender in connection with for the account of such payment. Unless the applicable Borrower shall immediately notify and paid by such Issuing Lender, PROVIDED that such Issuing Lender that provides notice to such Borrower intends prior to 12:00 Noon, New York City time, on such Business Day and otherwise such Borrower will reimburse the Issuing Lender on the next succeeding Business Day; PROVIDED, FURTHER, that the failure to provide such notice shall not affect the absolute and unconditional obligation of such Borrower to reimburse the relevant Issuing Lender for any draft paid under any Letter of Credit issued by it. Each Issuing Lender shall provide notice to the relevant Borrower on such Business Day as a draft is presented and paid by such Issuing Lender for such drawing from other sources or funds, such Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date in indicating the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in . Each such amount, the proceeds of which payment shall be applied made to reimburse such Issuing Lender at its address for the amount notices specified herein in lawful money of the related drawing and currency in which such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued was denominated and in immediately available funds. (b) Interest shall be payable on any and all amounts remaining unpaid by it is absolute and unconditional and shall not be affected by any circumstance whatsoeverthe Borrowers under this subsection from the date such amounts become payable until payment in full at (i) in the case of amounts owing in Dollars, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans that are ABR Loans which were then overdue from and (ii) in the case of amounts owing in Optional Currencies, the rate reasonably determined by the Issuing Lender as reflecting its cost of funds for the maintenance of such extension of credit on an overnight basis PLUS 2% above the Applicable Margin then in effect for ABR Loans. (c) Each drawing under any Letter of Credit shall constitute a request by the relevant Borrower to the Administrative Agent for a borrowing of ABR Loans (in the case of Letters of Credit denominated in Dollars) or Local European Loans (in the case of Letters of Credit denominated in Optional Currencies) in the amount and currency of such drawing. The Borrowing Date with respect to such borrowing shall be the date of such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fulldrawing.

Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, the applicable Each Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable each Issuing Lender on each date on which such Issuing Lender notifies the applicable Borrower Company, on behalf of such Borrower, of the date and amount of a draft paid by it under any Letter of Credit requested by the Company, on behalf of such Borrower, for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment. Unless the applicable Borrower shall immediately notify such Issuing Lender that such Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, such Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such any Issuing Lender in connection with such payment. Each such payment shall be made to any Issuing Lender at its address for notices specified herein in lawful money of the United States and in immediately available funds. Interest shall be payable on any and all amounts remaining unpaid by any Borrower under this Article III from the date such amounts become payable (which date shall be the date such draft is paid, and whether at stated maturity, by acceleration or otherwise) until payment in full at the rate which would be payable on any outstanding Base Rate Loans which were then overdue. If any Borrower fails to timely reimburse such Issuing Lender on the date the Company, on behalf of such Borrower, receives the notice referred to in this Section 3.5, such Borrower shall be deemed to have timely given a Notice of Revolving Credit Borrowing pursuant to Section 2.2 hereunder to the Administrative Agent requesting the Lenders to make a Base Rate Loan on such date in an amount equal to the amount of such draft paid, together with any taxes, fees, charges or other costs or expenses incurred by any Issuing Lender and to be reimbursed pursuant to this Section 3.5 and, regardless of whether or not the conditions precedent specified in Article VI have been satisfied, the Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate Loans in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan Notwithstanding the foregoing, nothing in accordance with this Section 3.5 shall obligate the Lenders to reimburse make such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from if the date making of such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullBase Rate Loans would violate the automatic stay under federal bankruptcy laws.

Reimbursement Obligation of the Borrowers. In the event any payment is made under a Letter of any drawing Credit, the Issuing Lender or the Administrative Agent shall promptly notify the Borrowers of the amount of the draft presented under such Letter of Credit and the amount so paid by the Issuing Lender, and the Borrowers shall pay to the Issuing Lender of any Letter of Credit, or to the applicable Borrower agrees to reimburse (either with Administrative Agent for the proceeds benefit of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such Issuing Lender notifies the applicable Borrower of the date and amount of a draft paid by it under any Letter of Credit for Lender, the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such payment. Unless payment (the applicable Borrower shall immediately notify amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”) no later than the first Business Day after the date on which the Borrowers receive notice from such Issuing Lender or from the Administrative Agent that payment has been made under such Letter of Credit or that such Borrower intends Payment Amount is otherwise due (the “L/C Reimbursement Date”). Each such payment shall be made to reimburse such Issuing Lender at its address for notices provided by such drawing from other sources or funds, such Borrower shall be deemed to have timely given a Notice of Borrowing Issuing Lender to the Administrative Agent requesting that and the Revolving Credit Lenders make a Revolving Credit Loan bearing interest Borrowers when such Issuing Lender becomes an “Issuing Lender” hereunder in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the L/C Reimbursement Date, Section 2.13(b) and (ii) thereafter, Section 2.13(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 8(f) shall have occurred and be continuing with respect to the Borrowers, in which case the procedures specified in Section 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrowers to the Administrative Agent for a borrowing pursuant to Section 2.5 of Base Rate on Loans (or, at the applicable repayment date option of the Administrative Agent and the Swing Line Lender in their sole discretion, a borrowing pursuant to Section 2.24 of Swing Line Loans) in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans (ior, if applicable, Swing Line Loans) could be made, pursuant to Section 2.5 (or, if applicable, Section 2.24), if the Administrative Agent had received a notice of such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse under such Issuing Lender as provided above, the unreimbursed amount Letter of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullCredit.

Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, the applicable Borrower agrees Borrowers agree to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the applicable Borrower Borrowers of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment. Unless the applicable Borrower Borrowers shall immediately notify such the Issuing Lender that such Borrower intends the Borrowers intend to reimburse such the Issuing Lender for such drawing from other sources or funds, such Borrower the Borrowers shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment such date in the amount of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such the Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such the Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever; provided, including, without limitation, non-that each Revolving Credit Lender’s obligation to fund a Revolving Credit Loan in accordance with this Section is subject to the satisfaction of the conditions set forth in Section 2.3(a) or Article VI6.3 at the time such Letter of Credit was issued (it being understood that for purposes of this Section a certification from a Borrower that such conditions have been met at the time such Letter of Credit was issued shall be conclusive evidence of the same absent actual knowledge of the Issuing Lender to the contrary at such time). If a Borrower has the Borrowers have elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrowers. In order to induce the event Agent to issue, extend and renew each Letter of any drawing Credit and the Lenders to participate therein, each of the Borrowers hereby jointly and severally agrees to reimburse or pay to the Agent, for the account of the Agent or (as the case may be) the Lenders, with respect to each Letter of Credit issued, extended or renewed by the Agent hereunder, (a) has notified the Borrowers of its intention to honor such draft), or the Agent otherwise makes a payment with respect thereto, (i) the amount paid by the Agent under any or with respect to such Letter of Credit, the applicable Borrower agrees to reimburse and (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such Issuing Lender notifies the applicable Borrower of the date and amount of a draft paid by it under any Letter of Credit for ii) the amount of (a) such draft so paid any taxes, fees, charges or other reasonable costs and (b) any amounts referred to in Section 3.3(c) expenses whatsoever incurred by such Issuing the Agent or any Lender in connection with such payment. Unless any payment made by the applicable Borrower shall immediately notify such Issuing Agent or any Lender that such Borrower intends to reimburse such Issuing Lender for such drawing from other sources under, or fundswith respect to, such Borrower shall be deemed Letter of Credit, provided that subject to have timely given a Notice all of Borrowing the conditions to the Administrative Agent requesting that the Revolving Credit Lenders make making of Loans pursuant to a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, Request hereunder including, without limitation, non-satisfaction the provisions of Section 11 hereof, such Reimbursement Obligations, if not so paid by the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest Borrowers may at the rate which would Agent's sole discretion, so long as all such applicable conditions to the making of Loans hereunder are met (and subject to the applicable provisions of Section 2.6(b) and Section 2.9 hereof), be payable on any outstanding treated for all purposes as Base Rate Loans made by the Agent pursuant to the provisions of Section 2.6(b) hereof. (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 were amount shall be held by the Agent for the benefit of the Lenders and the Agent as cash collateral, pursuant to a Cash Collateral Agreement, 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 12, an amount equal to the then overdue Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Agent for the benefit of the Lenders and the Agent as cash collateral, pursuant to a Cash Collateral Agreement, 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 Borrowers under this Section 4.2 at any time from the date such amounts become due and payable (whether at as stated maturityin this Section 4.2, by acceleration or otherwise) until payment in fullfull (whether before or after judgment) shall be payable to the Agent on demand at the rate specified in Section 5.12 for overdue principal on the Loans.

Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, the applicable Borrower agrees The Borrowers ----------------------------------------- agree to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the applicable Borrower Borrowers of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid or presented purporting to be drawn and (b) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment. Unless Each such payment shall be made to the applicable Borrower shall immediately notify such Issuing Lender that at its address for notices specified herein in Dollars, (except for payments in connection with Alternate Currency Letters of Credit which shall be repaid in the currency in which such Borrower intends draft was paid) and in immediately available funds. If the Borrowers fail to timely reimburse such the Issuing Lender for such drawing from other sources or fundson the date the Borrowers receive the notice referred to in this Section 3.8, such Borrower the Borrowers shall be deemed to have timely given a Notice of ----------- Borrowing hereunder to the Administrative Agent requesting that the Revolving Credit Lenders to make a Revolving Credit Loan bearing interest at the Base Rate Loan on the applicable repayment such date in an amount equal to the amount of (i) such draft so paid and (ii) any amounts referred to drawing and, regardless of whether or not the conditions precedent specified in Section 3.3(c) incurred by such Issuing Lender in connection with such paymentArticle ------- V have been satisfied, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate Loans in such amount, - the proceeds of which shall be applied to reimburse such the Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees ; provided, however, that its obligation -------- ------- absent an Event of Default, the Borrowers may elect to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for convert amounts remaining unpaid by the Borrowers under any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans, LIBO Market Index Rate Loans, LIBOR Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturityor Eurocurrency Loans, by acceleration or otherwise) until payment in full.subject to

Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, the applicable Borrower agrees Borrowers agree to reimburse (either with the proceeds of a U.S. Revolving Credit Loan or Global Revolving Loan, as applicable, as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each the next Business Day following the date on which such the Issuing Lender notifies the applicable Borrower Borrowers of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment. Unless the applicable Borrower Borrowers shall immediately notify such the Issuing Lender that such Borrower intends the Borrowers intend to reimburse such the Issuing Lender for such drawing from other sources or funds, such Borrower the Borrowers shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the U.S. Revolving Credit Lenders or Global Revolving Lenders, as applicable, make a U.S. Revolving Credit Loan or Global Revolving 58 Loan, as applicable, bearing interest at the Base Rate on the applicable repayment such date in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment, and the U.S. Revolving Credit Lenders or Global Revolving Lenders, as applicable, shall make a Revolving Credit Loan bearing interest at the Base Rate such rate in such amount, the proceeds of which shall be applied to reimburse such the Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each U.S. Revolving Credit Lender and Global Revolving Lender acknowledges and agrees that its obligation to fund a U.S. Revolving Credit Loan or Global Revolving Loan, as applicable, in accordance with this Section to reimburse such the Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) 2.4 or Article VIARTICLE IV. If a Borrower has the Borrowers have elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, the applicable Borrower agrees Borrowers jointly and severally agree to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section 3.5 or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the applicable Borrower Borrowers of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment. Unless the applicable Borrower Borrowers shall immediately notify such the Issuing Lender that such Borrower intends the Borrowers intend to reimburse such the Issuing Lender for such drawing from other sources or funds, such Borrower the Borrowers shall be deemed to have timely given a Notice of Revolving Credit/Swingline Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment such date in the amount of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such the Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section 3.5 to reimburse such the Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has the Borrowers have elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, the applicable Borrower agrees The Borrowers agree to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the applicable Issuing Lender notifies the applicable Borrower Borrowers of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment. Unless the applicable Borrower shall immediately notify such Issuing Lender that such Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, such Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such the applicable Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in . Each such amount, the proceeds of which payment shall be applied made to reimburse such the applicable Issuing Lender at its address for the amount notices specified herein in lawful money of the related drawing United States and such fees and expensesin immediately available funds. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and Interest shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue and all amounts remaining unpaid by the Borrowers under this Article III from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullfull at the rate which would be payable on any outstanding Base Rate Loans which were then overdue. If the Borrowers fail to timely reimburse the applicable Issuing Lender on the date the Borrowers receive the notice referred to in this Section 3.5, the Borrowers shall be deemed to have timely given a Notice of Revolving Credit/Swingline Borrowing hereunder to the Administrative Agent requesting the Lenders to make a Revolving Credit Loan as a Base Rate Loan on such date in an amount equal to the amount of such drawing and any taxes, fees, charges or other costs or expenses incurred by the applicable Issuing Lender in connection with such payment by the Issuing Lender and, regardless of whether or not the conditions precedent specified in Article VI have been satisfied, the Lenders shall make Revolving Credit Loans as Base Rate Loans in such amount, the proceeds of which shall be applied to reimburse the applicable Issuing Lender for the amount of the related drawing and costs and expenses.

Reimbursement Obligation of the Borrowers. In order to induce the event Issuing Lender to issue and extend each Letter of Credit and the Applicable Lenders to participate therein, each Borrower hereby agrees to reimburse or pay to the Applicable Agent, for the account of the Issuing Lender or (as the case may be) the Applicable Lenders, with respect to each Letter of Credit issued or extended by the Issuing Lender to it hereunder: (a) except as otherwise expressly provided in §5.2(b) and (c), on each date that any drawing draft presented under any such Letter of Credit is honored by the Issuing Lender, or the Issuing Lender otherwise makes a payment with respect thereto, (i) the amount paid by the Issuing Lender under or with respect to such Letter of Credit, the applicable Borrower agrees to reimburse and (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such Issuing Lender notifies the applicable Borrower of the date and amount of a draft paid by it under any Letter of Credit for ii) the amount of (a) such draft so paid any taxes, fees, charges or other costs and (b) any amounts referred to in Section 3.3(c) expenses whatsoever incurred by such the Issuing Lender or any Applicable Lender in connection with such payment. Unless any payment made by the applicable Borrower shall immediately notify such Issuing Lender that or any Applicable Lender under, or with respect to, such Borrower intends Letter of Credit; (b) upon the reduction (but not termination) of the Applicable Commitment to reimburse an amount less than the Maximum Drawing Amount, an amount equal to such difference, which amount shall be held by the Applicable Agent for the benefit of the Issuing Lender as cash collateral for such drawing from other sources or funds, such Borrower shall be deemed to have timely given a Notice of Borrowing to all Reimbursement Obligations; and (c) upon the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount termination of the related drawing and such fees and expenses. Each Revolving Applicable Commitment or the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section §14, an amount equal to reimburse such Issuing Lender the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Applicable Agent for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction the benefit of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, cash collateral for all Reimbursement Obligations. Each such payment shall be made to the unreimbursed amount of such drawing shall bear interest Applicable Agent at the rate which would be payable Applicable Agent’s Office in immediately available funds. Interest on any outstanding Base Rate Loans which were then overdue and all amounts remaining unpaid by the Applicable Borrower under this §5.2 at any time from the date such amounts become due and payable (whether at as stated maturityin this §5.2, by acceleration or otherwise) until payment in fullfull (whether before or after judgment) shall be payable to the Applicable Agent.

Reimbursement Obligation of the Borrowers. In order to induce the event of any drawing under any Issuing Banks to issue, extend and renew each Letter of Credit, the applicable Borrower hereby agrees to reimburse (either or pay to each Issuing Bank, with the proceeds respect to each Letter of a Revolving Credit Loan as provided for in this Section issued, extended or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which renewed by such Issuing Lender notifies the applicable Borrower of the date and amount of a Bank hereunder, as follows: (a) if any draft paid by it presented under any Letter of Credit for is honored by such Issuing Bank or such Issuing Bank otherwise makes payment with respect thereto, the sum of (i) the amount paid by such Issuing Bank under or with respect to such Letter of Credit (and in the case of a payment in Canadian Dollars, the applicable Borrower shall reimburse such Issuing Bank in Canadian Dollars or the U.S. Dollar Equivalent thereof in Dollars, upon such Borrower’s election in a notice to the applicable Issuing Bank), and (ii) the amount of (a) such draft so paid any taxes, fees, charges or other costs and (b) any amounts referred to in Section 3.3(c) expenses whatsoever incurred by such Issuing Lender Bank in connection with any payment made by such payment. Unless Issuing Bank under, or with respect to, such Letter of Credit; provided, however, if the applicable Borrower shall immediately notify such Issuing Lender that such Borrower intends to does not reimburse such Issuing Lender for such drawing from other sources or fundsBank on the Drawdown Date, such Borrower amount shall, provided that no Event of Default under §§12.1(g) or 12.1(h) has occurred, become automatically a Base Rate Committed Loan advanced hereunder in an amount equal to such sum (and the Administrative Agent shall notify the Banks upon receipt of the notice thereof from the applicable Issuing Bank pursuant to §2.6.5, which notice shall be deemed to have timely given constitute a Notice Committed Loan Request and satisfy the requirements of Borrowing §2.6); and (b) upon the date that is five (5) Business Days prior to the Maturity Date (or, if such day is not a Business Day, the next preceding Business Day) or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with §12, an amount equal to the then Maximum Drawing Amount of all outstanding Letters of Credit shall be paid by the applicable Borrower to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on to be held as cash collateral for the applicable repayment date in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such paymentReimbursement Obligations, and the Revolving Credit Lenders shall make applicable Borrower hereby grants to the Administrative Agent a Revolving Credit Loan bearing security interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fulltherein.

Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, the applicable Each Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the each applicable Issuing Lender Lender, within one (1) Business Day (or two (2) Business Days if such Borrower and the Administrative Agent are notified on each date after 11:00 a.m. on such date) after the Business Day on which such Issuing Lender notifies the applicable Borrower and the Administrative Agent of the date and amount of a draft paid by it presented under any Letter of Credit and paid by such Issuing Lender, for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such paymentpayment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”). Unless the applicable Borrower Each such payment shall immediately notify be made to such Issuing Lender that through the Administrative Agent in lawful money at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.11(b) and (ii) thereafter, Section 2.11(c). Each notice from an Issuing Lender of a drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 8(f) shall have occurred and be continuing with respect to the applicable Borrower, in which case the procedures specified in Section 3.4 for funding by L/C Participants shall apply) constitute a request by such Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, such Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make for a Revolving Credit Loan bearing interest at the borrowing pursuant to Section 2.2 of Base Rate on the applicable repayment date Loans in the amount of (i) such draft so paid and (ii) any amounts referred drawing. The Borrowing Date with respect to in such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 3.3(c) incurred by 2.2, if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse under such Issuing Lender as provided above, the unreimbursed amount Letter of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullCredit.

Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, the applicable each Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such Issuing Lender notifies the applicable Borrower Borrowers of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment. Unless the applicable Borrower Parent shall immediately notify such Issuing Lender that such Borrower intends the Borrowers intend to reimburse such Issuing Lender for such drawing from other sources or funds, such Borrower the Borrowers shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has the Borrowers have elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, the applicable Borrower agrees Borrowers agree to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section 3.5 or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the applicable Borrower Borrowers of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment. Unless the applicable Borrower Borrowers shall immediately notify such the Issuing Lender that such Borrower intends the Borrowers intend to reimburse such the Issuing Lender for such drawing from other sources or funds, such Borrower the Borrowers shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment such date in the amount of (ia) such draft so paid and (iib) any an amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such the Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section 3.5 to reimburse such the Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has the Borrowers have elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in is full.

Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, the applicable Each Borrower agrees to reimburse (either with each Issuing Lender, on the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on next Business Day after each date on which such Issuing Lender notifies the applicable such Borrower of the date and amount of a draft paid by it presented under any Letter of Credit issued for such Borrower's account and paid by such Issuing Lender, for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such paymentpayment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the "PAYMENT AMOUNT"). Unless the applicable Borrower Each such payment shall immediately notify be made to such Issuing Lender that at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.15(b) and (ii) thereafter, Section 2.15(c). Each drawing under any Letter of Credit issued for either Borrower's account shall (unless an event of the type described in clause (i) or (ii) of Section 8(f) shall have occurred and be continuing with respect to such Borrower, in which case the procedures specified in Section 3.4 for funding by L/C Participants shall apply) constitute a request by such Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, such Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that for a borrowing pursuant to Section 2.5 of Base Rate Loans (or, in the Revolving Credit Lenders make a Revolving Credit Loan bearing interest case of the Primary Borrower, at the Base Rate on option of the applicable repayment date Administrative Agent and the Swing Line Lender in their sole discretion, a borrowing pursuant to Section 2.7 of Swing Line Loans) in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans (ior, if applicable, Swing Line Loans) could be made, pursuant to Section 2.5 (or, if applicable, Section 2.7), if the Administrative Agent had received a notice of such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse under such Issuing Lender as provided above, the unreimbursed amount Letter of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullCredit.

Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, the applicable Borrower agrees Borrowers agree to reimburse (either with the proceeds of a U.S. Revolving Credit Loan or Global Revolving Loan, as applicable, as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each the next Business Day following the date on which such the Issuing Lender notifies the applicable Borrower Borrowers of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment. Unless the applicable Borrower Borrowers shall immediately notify such the Issuing Lender that such Borrower intends the Borrowers intend to reimburse such the Issuing Lender for such drawing from other sources or funds, such Borrower the Borrowers shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the U.S. Revolving Credit Lenders or Global Revolving Lenders, as applicable, make a U.S. Revolving Credit Loan or Global Revolving Loan, as applicable, bearing interest at the Base Rate on the applicable repayment such date in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment, and the U.S. Revolving Credit Lenders or Global Revolving Lenders, as applicable, shall make a Revolving Credit Loan bearing interest at the Base Rate such rate in such amount, the proceeds of which shall be applied to reimburse such the Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each U.S. Revolving Credit Lender and Global Revolving Lender acknowledges and agrees that its obligation to fund a U.S. Revolving Credit Loan or Global Revolving Loan, as applicable, in accordance with this Section to reimburse such the Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) 2.4 or Article VIARTICLE IV. If a Borrower has the Borrowers have elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, the applicable Each Borrower agrees to ----------------------------------------- reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable each Issuing Lender on each date on which such Issuing Lender notifies the applicable Borrower Company, on behalf of such Borrower, of the date and amount of a draft paid by it under any Letter of Credit requested by the Company, on behalf of such Borrower, for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment. Unless the applicable Borrower shall immediately notify such Issuing Lender that such Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, such Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such any Issuing Lender in connection with such payment. Each such payment shall be made to any Issuing Lender at its address for notices specified herein in lawful money of the United States and in immediately available funds. Interest shall be payable on any and all amounts remaining unpaid by any Borrower under this Article III from the date such amounts become payable (which date shall be the date such draft is paid, and whether at stated maturity, by acceleration or otherwise) until payment in full at the rate which would be payable on any outstanding Base Rate Loans which were then overdue. If any Borrower fails to timely reimburse such Issuing Lender on the date the Company, on behalf of such Borrower, receives the notice referred to in this Section 3.5, such Borrower shall be deemed to have timely given a Notice of Revolving Credit Borrowing pursuant to Section 2.2 hereunder to the Administrative Agent requesting the Lenders to make a Base Rate Loan under the Multi-Year Facility on such date in an amount equal to the amount of such draft paid, together with any taxes, fees, charges or other costs or expenses incurred by any Issuing Lender and to be reimbursed pursuant to this Section 3.5 and, regardless of whether or not the conditions precedent specified in Article VI have been satisfied, the Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate Loans in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan Notwithstanding the foregoing, nothing in accordance with this Section 3.5 shall obligate the Lenders to reimburse make such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from if the date making of such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullBase Rate Loans would violate the automatic stay under federal bankruptcy laws.

Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter To induce each Issuing Lender to issue and maintain Letters of Credit, and to induce the applicable Lenders to participate in issued Letters of Credit, each Borrower agrees to pay or reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such Issuing Lender notifies the applicable Borrower of the date and amount of a draft paid by it under any Letter of Credit for (or cause another Obligated Party to pay or reimburse such Issuing Lender) (i) the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender pursuant to a draw on a Letter of Credit issued by such Issuing Lender on the same day such payment is made, and (ii) on demand, the amount of any additional reasonable fees such Issuing Lender customarily charges for amending Letter of Credit Agreements, for honoring drafts under the Letters of Credit, and for taking similar action in connection with Letters of Credit. If a Borrower or another Obligated Party has not reimbursed an Issuing Lender for any drafts when reimbursement is required under this section, then the applicable Administrative Agent is irrevocably authorized to fund such paymentBorrower’s reimbursement obligations as a Base Rate Advance if proceeds are available under the US Revolving Credit Commitments or the Canadian Commitments (as the context may require) and if the conditions in this Agreement for such an Advance (other than any notice requirements or minimum funding amounts) have, to such Administrative Agent’s knowledge, been satisfied. Unless The proceeds of that Advance shall be advanced directly to such Issuing Lender to pay such Borrower’s unpaid reimbursement obligations. If funds cannot be advanced under the US Revolving Credit Commitments or the Canadian Commitments (as the context may require), then such Borrower’s reimbursement obligation shall constitute a demand obligation. Each Borrower’s obligations under this section are absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim, or defense to payment that such Borrower may have at any time against any Issuing Lender or any other Person. From the date that an Issuing Lender pays a draft under a Letter of Credit until the applicable Borrower shall immediately notify such Issuing Lender that such Borrower intends or another Obligated Party either reimburses or is obligated to reimburse such Issuing Lender for such drawing from other sources or fundsthat draft under this section, such Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date in the amount of (i) such that draft so paid and (ii) any amounts referred bears interest payable to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be then applicable to Base Rate Advances. From the due date of the respective amounts due under this section, to the date paid (including any payment from proceeds of a Base Rate Advance), unpaid reimbursement amounts accrue interest that is payable on any outstanding Base Rate Loans which were then overdue from demand at the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullDefault Rate.

Reimbursement Obligation of the Borrowers. In order to induce each Issuing Bank to issue, extend and renew each Letter of Credit and the event Lenders to participate therein, (a) the Co-Borrowers hereby jointly and severally agree to reimburse or pay to the Administrative Agent, for the account of the applicable Issuing Bank or (as the case may be) the Lenders, with respect to each Letter of Credit issued, extended or renewed by the Issuing Bank hereunder at the request of the Co-Borrowers, (b) the UK Borrower hereby agrees to reimburse or pay to the Administrative Agent, for the account of the applicable Issuing Bank or (as the case may be) the Lenders, with respect to each Letter of Credit issued, extended or renewed by the Issuing Bank hereunder at the request of the UK Borrower, and (c) the Australian Borrower hereby agrees to reimburse or pay to the Administrative Agent, for the account of the applicable Issuing Bank or (as the case may be) the Lenders, with respect to each Letter of Credit issued, extended or renewed by the Issuing Bank hereunder at the request of the Australian Borrower: (i) except as otherwise expressly provided in Section 4.2(ii) and (iii) or Section 4.3, on the Business Day next following the date that any draft presented under such Letter of Credit is honored by the applicable Issuing Bank, or the applicable Issuing Bank otherwise makes a payment with respect thereto, (A) the amount paid by such Issuing Bank under or with respect to such Letter of Credit denominated in the same currency in which such draft or such payment was denominated, (B) interest thereon at a rate per annum equal to the Base Rate plus the Applicable Margin with respect to Base Rate Loans as in effect from time to time, and (C) the amount of any drawing under taxes, fees, charges or other costs and expenses whatsoever incurred by the applicable Issuing Bank or any Lender in connection with any payment made by the Issuing Bank or any Lender under, or with respect to, such Letter of Credit, denominated in the applicable Borrower agrees same currency in which such costs and expenses were denominated, (A) upon the reduction (but not termination) of the lesser of (x) the Total Commitment or (y) the Aggregate Borrowing Base to reimburse an amount less than the Dollar Equivalent of the Maximum Drawing Amount or (either with B) upon the proceeds reduction (but not termination) of a Revolving the lesser of (x) the Total Commitment or (y) the Domestic Borrowing Base to an amount less than the Dollar Equivalent of the Maximum Drawing Amount in respect of Letters of Credit Loan as provided issued for in this Section or with funds from other sources), in same day fundsthe account of the Co-Borrowers, the applicable Issuing Lender on each date on which such Issuing Lender notifies the applicable Borrower Dollar Equivalent of the date and amount of a draft paid by it under any Letter of Credit for the equal to such difference, which amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment. Unless the applicable Borrower shall immediately notify such Issuing Lender that such Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, such Borrower shall be deemed to have timely given a Notice of Borrowing to held by the Administrative Agent requesting that for the Revolving Credit benefit of the Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date and Issuing Banks as Cash Collateral for, in the amount case of clause (iA) such draft so paid and above, all Reimbursement Obligations, or in the case of clause (iiB) any amounts referred to above, all Reimbursement Obligations in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving respect of Letters of Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender issued for the amount account of the related drawing and such fees and expenses. Each Revolving Co-Borrowers, and (iii) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section 13, an amount equal to reimburse such Issuing Lender for any draft paid under a Letter the then Maximum Drawing Amount on all Letters of Credit issued (such amounts to be denominated in the same currency as such Letters of Credit), which amount shall be held by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction the Administrative Agent for the benefit of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources Lenders and shall fail to reimburse such Issuing Lender Banks as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullCash Collateral for all Reimbursement Obligations.

Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, the applicable Each Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable each Issuing Lender on each date on which such Issuing Lender notifies the applicable such Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred requested by such Issuing Lender in connection with such payment. Unless the applicable Borrower shall immediately notify such Issuing Lender that such Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, such Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such any Issuing Lender in connection with such payment. Each such payment shall be made to any Issuing Lender at its address for notices specified herein in lawful money of the United States and in immediately available funds. Interest shall be payable on any and all amounts remaining unpaid by any Borrower under this Article III from the date such amounts become payable (whether at stated maturity, and by acceleration or otherwise) until payment in full at the rate which would be payable on any outstanding Base Rate Loans which were then overdue. If any Borrower fails to timely reimburse such Issuing Lender on the date such Borrower receives the notice referred to in this Section 3.5, such Borrower shall be deemed to have timely given a Notice of Revolving Credit Borrowing pursuant to Section 2.2 hereunder to the Administrative Agent requesting the Lenders to make a Base Rate Loan under the Five Year Facility on such date in an amount equal to the amount of such draft paid, together with any taxes, fees, charges or other costs or expenses incurred by any Issuing Lender and to be reimbursed pursuant to this Section 3.5 and, regardless of whether or not the conditions precedent specified in Article VI have been satisfied, the Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate Loans in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan Notwithstanding the foregoing, nothing in accordance with this Section 3.5 shall obligate the Lenders to reimburse make such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from if the date making of such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullBase Rate Loans would violate the automatic stay under federal bankruptcy laws.

Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, the applicable The relevant Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable any Issuing Lender on each date the Business Day next succeeding the Business Day on which such Issuing Lender notifies the applicable such Borrower of the date and amount of a draft paid by it presented under any Letter of Credit and paid by such Issuing Lender for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) Taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such payment. Unless Each such payment shall be made to the applicable Borrower shall immediately notify such Issuing Lender that such Borrower intends to reimburse such Issuing Lender for such drawing from other sources or in Dollars and in immediately available funds, such Borrower . Interest shall be deemed payable on any such amounts from the date on which the relevant draft is paid until payment in full at the rate per annum applicable to ABR Loans set forth in (i) until the Business Day next succeeding the date of the relevant notice, subsection 3.4(b) and (ii) thereafter, subsection 3.4(de). Each drawing under any Letter of Credit shall (unless an event of the type described in subsection 9(c) or (h) shall have timely given occurred and be continuing with respect to the relevant Borrower, in which case the procedures specified in subsection 4.4 for funding by L/C Participants shall apply) constitute a Notice of Borrowing request by thesuch Borrower to the Administrative Agent requesting that the Revolving Credit Lenders make for a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date borrowing pursuant to subsection 2.2 of ABR Loans in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing (and the minimum borrowing amount in such subsection shall not apply to such borrowing). The Borrowing Date with funds respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to subsection 2.2, if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from other sources and shall fail to reimburse such the relevant Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date under such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullLetter of Credit.

Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, the applicable Borrower agrees The Borrowers agree to reimburse (either with each Issuing Lender, by the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, next Business Day following the applicable Issuing Lender on each date on which such Issuing Lender notifies the applicable Borrower of the date and amount of a draft paid an L/C Disbursement made by it under any Letter of Credit such Issuing Lender, for the amount of (a) such draft so paid L/C Disbursement and (b) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such paymentL/C Disbursement (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”). Unless the applicable Borrower Each such payment shall immediately notify be made to such Issuing Lender that such at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b) and (ii) thereafter, Section 2.13(c). If any Borrower intends fails to so reimburse such Issuing Lender for such drawing from other sources or fundsLender, (i) such Borrower shall be deemed to have timely given requested a Notice Borrowing pursuant to Section 2.05 of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date ABR Loans in the amount of (i) such draft so paid L/C Disbursement without regard to the minimum and (ii) any amounts referred to multiples specified in Section 3.3(c) incurred by such Issuing Lender in connection with such payment3.05 for the principal amount of ABR Loans, and but subject to the unutilized portion of the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amountCommitments, the proceeds making of which shall any such Borrowing to be applied subject to reimburse such Issuing Lender for the amount of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a1.01(a) or Article VI. If a Borrower has elected (other than Section 5.02(a) and (c)); provided that if such conditions are not satisfied, the procedures specified in Section 3.04 for funding by L/C Participants shall apply and (ii) the Lenders under the Revolving Credit Facility (other than with respect to pay any draws on any Letters of Credit after the amount of such drawing with funds from other sources and fifth Business Day prior to the Revolving Credit Maturity Date) shall fail be irrevocably obligated to reimburse such Issuing Lender as provided abovepro rata based upon the Lenders’ respective Revolving Credit Commitments. The Borrowing Date with respect to such Borrowing shall be the first date on which a Borrowing of Revolving Credit Loans could be made, pursuant to Section 2.05, if the unreimbursed amount Administrative Agent had received a notice of such Borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date under such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullLetter of Credit.

Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, the applicable Borrower agrees The Borrowers agree to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender not later than 11:00 a.m. (Charlotte time) on each date on which such the Issuing Lender notifies the applicable Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment. Unless Each such payment shall be made to the applicable Borrower shall immediately notify such Issuing Lender that such Borrower intends to reimburse such Issuing Lender at its address for such drawing from other sources or funds, such Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date notices specified herein in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount lawful money of the related drawing United States and such fees and expensesin immediately available funds. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and Interest shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue and all amounts remaining unpaid by the Borrowers under this Article III from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullfull at the rate which would be payable on any outstanding Base Rate Loans which were then overdue. If the Borrowers fail to timely reimburse the Issuing Lender on the date the Borrowers receive the notice referred to in this Section 3.5, the Borrowers shall be deemed to have timely given a Notice of Borrowing hereunder to the Administrative Agent requesting the Lenders to make a Base Rate Loan on such date in an amount equal to the amount of such drawing and, regardless of whether or not the conditions precedent specified in Article V have been satisfied, the Lenders shall make Base Rate Loans in such amount, the proceeds of which shall be applied to reimburse the Issuing Lender for the amount of the related drawing and costs and expenses.

Reimbursement Obligation of the Borrowers. In order to induce the event of any drawing under any Letter of CreditAdministrative Agent to cause the Issuing Bank to issue, the applicable Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on extend and renew each date on which such Issuing Lender notifies the applicable Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount account of the Borrowers, the Borrowers agree to reimburse or pay to the Administrative Agent, for the account of the Administrative Agent and/or the Issuing Bank or (as the case may be) the Lenders, with respect to each Letter of Credit issued, extended or renewed for either of the Borrowers’ account, on each date that any draft presented under such Letter of Credit is honored by the Issuing Bank, or the Issuing Bank or the Administrative Agent otherwise makes a payment with respect thereto or the Administrative Agent makes any payment under any LC Guaranty, (a) the amount paid by the Issuing Bank or the Administrative Agent under or with respect to such draft so paid Letter of Credit, and (b) the amount of any taxes, fees, charges or other costs and expenses whatsoever reasonably incurred by the Issuing Bank or Administrative Agent or any Lender (without duplication of any amounts referred paid by the Borrowers pursuant to in Section 3.3(c6.3, and other than Excluded Taxes) incurred by such Issuing Lender in connection with such payment. Unless any payment made by the applicable Borrower shall immediately notify such Issuing Bank, Administrative Agent or any Lender that such Borrower intends to reimburse such Issuing Lender for such drawing from other sources under, or fundswith respect to, such Borrower Letter of Credit (collectively, the “Reimbursement Obligations”); provided that, subject to the conditions to borrowing set forth herein, payment of each Reimbursement Obligation by the Borrowers under this Section shall be deemed to have timely given a Notice made through the automatic funding of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date to Revolving Loans in an amount equal to the amount of such Reimbursement Obligation, and the Borrowers hereby irrevocably authorize and direct the Administrative Agent and Issuing Bank to take such actions as may be necessary to effectuate such automatic funding of any such Base Rate Loans. Notwithstanding the foregoing, upon the reduction (but not termination) of the Revolving Credit Limit to an amount less than the then outstanding Revolving Exposure at such time as the then applicable Maximum Drawing Amount is greater than zero, the Borrowers shall within one (1) Business Day provide cash or Cash Equivalents to the Administrative Agent in an amount equal to the lesser of (i) such draft so paid the excess of the Revolving Exposure over the Revolving Credit Limit, and (ii) any amounts referred to in Section 3.3(c) incurred such Maximum Drawing Amount, which amount shall be held by such Issuing Lender in connection with such paymentthe Administrative Agent for the benefit of the Lenders and the Administrative Agent as Cash Collateral for all Reimbursement Obligations, and upon the reduction of the Revolving Credit Lenders shall make a Revolving Limit to zero, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender issued for the amount account of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan Borrowers in accordance with this Section 11.2.1, the Borrowers shall immediately provide cash or Cash Equivalents to reimburse such Issuing Lender for any draft paid under a Letter the Administrative Agent in an amount equal to the then Maximum Drawing Amount on all Letters of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction for the account of the conditions set forth in Section 2.3(a) or Article VIBorrower, which amount shall be held by the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, as Cash Collateral for all Reimbursement Obligations. If a Borrower has elected Each such payment shall be made to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest Administrative Agent at the rate which would be payable Administrative Agent’s Office in immediately available funds. Interest on any outstanding Base Rate Loans which were then overdue and all amounts remaining unpaid by the Borrowers under this Section at any time from the date such amounts become due and payable (whether at as stated maturityin this Section, by acceleration or otherwise) until payment in fullfull (whether before or after judgment) shall be payable to the Administrative Agent on demand and shall accrue interest at the Default Rate.

Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, the applicable Borrower agrees The Borrowers joint and severally agree to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the applicable Borrower Borrowers of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment. Unless Each such payment shall be made to the applicable Borrower shall immediately notify such Issuing Lender that such Borrower intends to reimburse such Issuing Lender at its address for such drawing from other sources or funds, such Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date notices specified herein in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount lawful money of the related drawing United States and such fees and expensesin immediately available funds. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and Interest shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue and all amounts remaining unpaid by the Borrowers under this Article III from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullfull at the rate which would be payable on any outstanding Base Rate Loans which were then overdue. If the Borrowers fail to timely reimburse the Issuing Lender on the date the Borrowers receive the notice referred to in this Section 3.5, the Borrowers shall be deemed to have timely given a Notice of Borrowing hereunder to the Administrative Agent requesting the Lenders to make a Base Rate Loan on such date in an amount equal to the amount of such drawing and, regardless of whether or not the conditions precedent specified in Article V have been satisfied, the Lenders shall make Base Rate Loans in such amount, the proceeds of which shall be applied to reimburse the Issuing Lender for the amount of the related drawing and costs and expenses.

Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, the applicable Borrower agrees The Borrowers agree to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the applicable Borrower Borrowers of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment. Unless Each such payment shall be made to the applicable Borrower shall immediately notify such Issuing Lender that such Borrower intends to reimburse such Issuing Lender at its address for such drawing from other sources or funds, such Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date notices specified herein in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount lawful money of the related drawing United States and such fees and expensesin immediately available funds. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and Interest shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue and all amounts remaining unpaid by the Borrowers under this Article III from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullfull at the rate which would be payable on any outstanding Base Rate Loans; provided, however, that if the Borrowers fail to reimburse the Issuing Lender by the third Business Day following the notice referred to in this Section 3.5, the Base Rate Loan referred to above shall, from the initial date due until paid, bear interest at the default rate set forth in Section 4.1(d) hereof. If the Borrowers fail to timely reimburse the Issuing Lender on the date the Borrowers receive the notice referred to in this Section 3.5, the Borrowers shall be deemed to have timely given a Notice of Borrowing hereunder to the Administrative Agent requesting the Lenders to make a Base Rate Loan on such date in an amount equal to the amount of such drawing and, regardless of whether or not the conditions precedent specified in Article V have been satisfied, the Lenders shall make Base Rate Loans in such amount, the proceeds of which shall be applied to reimburse the Issuing Lender for the amount of the related drawing and costs and expenses.

Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, the applicable Borrower agrees The Borrowers agree to reimburse (either with each Issuing Lender, by the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, next Business Day following the applicable Issuing Lender on each date on which such Issuing Lender notifies the applicable Borrower of the date and amount of a draft paid an L/C Disbursement made by it under any Letter of Credit such Issuing Lender, for the amount of (a) such draft so paid L/C Disbursement and (b) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such paymentL/C Disbursement (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”). Unless the applicable Borrower Each such payment shall immediately notify be made to such Issuing Lender that such at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.15(b)(ii) and (ii) thereafter, Section 2.16. If any Borrower intends fails to so reimburse such Issuing Lender for such drawing from other sources or fundsLender, such Borrower shall be deemed to have timely given requested a Notice borrowing pursuant to Section 2.05 of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date Loans in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amountL/C Disbursement, the proceeds making of which shall any such borrowing to be applied subject to reimburse such Issuing Lender for the amount of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI5.03 (other than delivery of a borrowing notice); provided that if such conditions are not satisfied, the procedures specified in Section 3.04 for funding by L/C Participants shall apply. If The Borrowing Date with respect to such borrowing shall be the first date on which a Borrower has elected borrowing of Revolving Credit Loans that are Standby Loans could be made, pursuant to pay Section 2.05, if the amount Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender of such drawing with funds from other sources and shall fail to reimburse under such Issuing Lender as provided above, the unreimbursed amount Letter of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullCredit.

Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, the applicable Borrower agrees Borrowers agree to reimburse (either with the proceeds of a Revolving Credit Loan obtained as provided for in this Section herein or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the applicable Borrower Borrowers of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment. Unless the applicable Borrower Borrowers shall immediately notify such the Issuing Lender that such Borrower intends the Borrowers intend to reimburse such the Issuing Lender for such drawing from other sources or of funds, such Borrower the Borrowers shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate Loan on the applicable repayment such date in the amount of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment, regardless of whether or not the conditions precedent specified in ARTICLE VI have been satisfied, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate Loans in such amount, the proceeds of which shall be applied to reimburse such the Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of If the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources and Borrowers shall fail to reimburse such the Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrowers. In severally agrees to reimburse or pay to the event Issuing Bank, for the account of the Issuing Bank or (as the case may be) the Lenders, with respect to each Letter of Credit issued, extended or renewed by the Issuing Bank hereunder, (a) except as otherwise expressly provided in ss.5.2(b) and (c), on each date that any drawing draft presented under any such Letter of Credit is honored by the Issuing Bank, or the Issuing Bank otherwise makes a payment with respect thereto, (i) the amount paid by the Issuing Bank under or with respect to such Letter of Credit, the applicable Borrower agrees to reimburse and (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such Issuing Lender notifies the applicable Borrower of the date and amount of a draft paid by it under any Letter of Credit for ii) the amount of (a) such draft so paid any taxes, fees, charges or other costs and (b) any amounts referred to in Section 3.3(c) expenses whatsoever incurred by such the Issuing Bank or any Lender in connection with such payment. Unless any payment made by the applicable Borrower shall immediately notify such Issuing Bank or any Lender that such Borrower intends to reimburse such Issuing Lender for such drawing from other sources under, or fundswith respect to, such Borrower 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 deemed to have timely given a Notice held by the Issuing Bank or by the Agent for the benefit of Borrowing to the Administrative Lenders, the Issuing Bank and the Agent requesting that as cash collateral for all Reimbursement Obligations, and (c) upon the termination of the Total Revolving Credit Lenders make a Revolving Credit Loan bearing interest at Commitment, or the Base Rate on the applicable repayment date in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount acceleration of the related drawing and such fees and expenses. Each Revolving Reimbursement Obligations with respect to all Letters of Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section ss.15, an amount equal to reimburse such the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Issuing Lender Bank or by the Agent for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction the benefit of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided aboveLenders, the unreimbursed amount of Issuing Bank and the Agent as cash collateral for all Reimbursement Obligations. Each such drawing payment shall bear interest be made to the Issuing Bank at the rate which would be payable Issuing Bank's head office at 100 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (xx at such other place that the Issuing Bank may from time to time designate) in immediately available funds. Interest on any outstanding Base Rate Loans which were then overdue and all amounts remaining unpaid by the Borrower under this ss.5.2 at any time from the date such amounts become due and payable (whether at as stated maturityin this ss.5.2, by acceleration or otherwise) until payment in full.full (whether before or after judgment) shall be payable to the Issuing Bank on demand at the rate specified in ss.6.12 for overdue principal on the Revolving Credit Loans. 42 -35-

Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, the applicable Borrower agrees Borrowers agree to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the applicable Borrower Borrowers of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c3.03(c) incurred by such the Issuing Lender in connection with such payment. Unless the applicable Borrower Borrowers shall immediately notify such the Issuing Lender that such Borrower intends the Borrowers intend to reimburse such the Issuing Lender for such drawing from other sources or funds, such Borrower the Borrowers shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit applicable Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment such date in the amount of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c3.03(c) incurred by such the Issuing Lender in connection with such payment, and the Revolving Credit applicable Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such the Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such the Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, including non-satisfaction of the conditions set forth in Section 2.3(a2.03(a) or Article VI. V. If a Borrower has the Borrowers have elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, the applicable Each Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable each Issuing Lender on each date on which such Issuing Lender notifies the applicable Borrower Company, on behalf of such Borrower, of the date and amount of a draft paid by it under any Letter of Credit requested by the Company, on behalf of such Borrower, for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment. Unless the applicable Borrower shall immediately notify such Issuing Lender that such Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, such Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such any Issuing Lender in connection with such payment. Each such payment shall be made to any Issuing Lender at its address for notices specified herein in lawful money of the United States and in immediately available funds. Interest shall be payable on any and all amounts remaining unpaid by any Borrower under this Article III from the date such amounts become payable (which date shall be the date such draft is paid, and whether at stated maturity, by acceleration or otherwise) until payment in full at the rate which would be payable on any outstanding Base Rate Loans which were then overdue. If any Borrower fails to timely reimburse such Issuing Lender on the date the Company, on behalf of such Borrower, receives the notice referred to in this Section 3.5, such Borrower shall be deemed to have timely given a Notice of Revolving Credit Borrowing pursuant to Section 2.2 to the Administrative Agent requesting the Lenders to make a Base Rate Loan on such date in an amount equal to the amount of such draft paid, together with any taxes, fees, charges or other costs or expenses incurred by any Issuing Lender and to be reimbursed pursuant to this Section 3.5 and, regardless of whether or not the conditions precedent specified in Article VI have been satisfied, the Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate Loans in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan Notwithstanding the foregoing, nothing in accordance with this Section 3.5 shall obligate the Lenders to reimburse make such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from if the date making of such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullBase Rate Loans would violate the automatic stay under federal bankruptcy laws.

Reimbursement Obligation of the Borrowers. In (a) The Borrowers agree to reimburse, jointly and severally, the event Issuing Lender on the same Business Day on which a draft is presented under any Letter of Credit and paid by the Issuing Lender, PROVIDED that the Issuing Lender provides notice to the Borrowers prior to 12:00 Noon, New York City time, on such Business Day and otherwise the Borrowers will reimburse the Issuing Lender on the next succeeding Business Day; PROVIDED, FURTHER, that the failure to provide such notice shall not affect the Borrowers' absolute and unconditional obligation to reimburse the Issuing Lender for any drawing draft paid under any Letter of Credit, the applicable Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable . The Issuing Lender shall provide notice to the Borrowers on each date on which such Business Day as a draft is presented and paid by the Issuing Lender notifies the applicable Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment. Unless the applicable Borrower shall immediately notify such Issuing Lender that such Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, such Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date in indicating the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in . Each such amount, the proceeds of which payment shall be applied made to reimburse such the Issuing Lender at its address for the amount notices specified herein in lawful money of the related drawing United States of America and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and immediately available funds. (b) Interest shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue and all amounts remaining unpaid by the Borrowers under this subsection from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullfull at the rate which would be payable on any outstanding Revolving Credit Loans that are ABR Loans which were then overdue. (c) Each drawing under any Letter of Credit shall constitute a request by the Borrowers to the Administrative Agent for a borrowing pursuant to subsection 2.3 of

Reimbursement Obligation of the Borrowers. In Unless the event of any drawing under any Letter of CreditBorrowers are entitled to obtain a Revolving Loan in such amount on such date, the applicable Borrower agrees Borrowers agree to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the applicable Borrower Borrowers of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so properly paid and (b) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment. Unless So long as Wachovia is the applicable Borrower Issuing Lender, each such payment shall immediately notify be made at the Agent’s Office. If Wachovia is not the Issuing Lender, each such payment shall be made to the Issuing Lender that at its address for notices specified herein. In any case, each such Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, such Borrower payment shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date made in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount lawful money of the related drawing United States and such fees and expensesin immediately available funds. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and Interest shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue and all amounts remaining unpaid by the Borrowers under this ARTICLE III from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullfull at the rate that is provided for in the Letter of Credit Agreement. Unless the Borrowers have otherwise previously reimbursed the Issuing Lender, then on the date on which the Issuing Lender notifies the Borrowers of the date and amount of a draft paid under any Letter of Credit, the Borrowers shall be deemed to have timely given a Notice of Borrowing hereunder to the Agent requesting the Lenders to make a Revolving Loan on such date in an amount equal to the amount of such drawing and, regardless of whether the conditions precedent specified in ARTICLE V have been satisfied, the Lenders shall make Revolving Loans in such amount, the proceeds of which shall be applied to reimburse the Issuing Lender for the amount of the related drawing and costs and expenses.

Reimbursement Obligation of the Borrowers. In order to induce the event of any drawing under any Letter of CreditAdministrative Agent to cause the Issuing Bank to issue, the applicable Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on extend and renew each date on which such Issuing Lender notifies the applicable Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount account of the Borrowers, the Borrowers agree to reimburse or pay to the Administrative Agent, for the account of the Administrative Agent and/or the Issuing Bank or (as the case may be) the Lenders, with respect to each Letter of Credit issued, extended or renewed for either of the Borrowers' account, on each date that any draft presented under such Letter of Credit is honored by the Issuing Bank, or the Issuing Bank or the Administrative Agent otherwise makes a payment with respect thereto or the Administrative Agent makes any payment under any LC Guaranty, (a) the amount paid by the Issuing Bank or the Administrative Agent under or with respect to such draft so paid Letter of Credit, and (b) the amount of any taxes, fees, charges or other costs and expenses whatsoever reasonably incurred by the Issuing Bank or Administrative Agent or any Lender (without duplication of any amounts referred paid by the Borrowers pursuant to in Section 3.3(c6.3, and other than Excluded Taxes) incurred by such Issuing Lender in connection with such payment. Unless any payment made by the applicable Borrower shall immediately notify such Issuing Bank, Administrative Agent or any Lender that such Borrower intends to reimburse such Issuing Lender for such drawing from other sources under, or fundswith respect to, such Borrower Letter of Credit (collectively, the "Reimbursement Obligations"); provided that, subject to the conditions to borrowing set forth herein, payment of each Reimbursement Obligation by the Borrowers under this Section shall be deemed to have timely given a Notice made through the automatic funding of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date to Revolving Loans in an amount equal to the amount of such Reimbursement Obligation, and the Borrowers hereby irrevocably authorize and direct the Administrative Agent and Issuing Bank to take such actions as may be necessary to effectuate such automatic funding of any such Base Rate Loans. Notwithstanding the foregoing, upon the reduction (but not termination) of the Revolving Credit Limit to an amount less than the then outstanding Revolving Exposure at such time as the then applicable Maximum Drawing Amount is greater than zero, the Borrowers shall within one Business Day provide cash or Cash Equivalents to the Administrative Agent in an amount equal to the lesser of (i) such draft so paid the excess of the Revolving Exposure over the Revolving Credit Limit, and (ii) any amounts referred to in Section 3.3(c) incurred such Maximum Drawing Amount, which amount shall be held by such Issuing Lender in connection with such paymentthe Administrative Agent for the benefit of the Lenders and the Administrative Agent as Cash Collateral for all Reimbursement Obligations, and upon the reduction of the Revolving Credit Lenders shall make a Revolving Limit to zero, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender issued for the amount account of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan Borrowers in accordance with this Section 11.2.1, the Borrowers shall immediately provide cash or Cash Equivalents to reimburse such Issuing Lender for any draft paid under a Letter the Administrative Agent in an amount equal to the then Maximum Drawing Amount on all Letters of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction for the account of the conditions set forth in Section 2.3(a) or Article VIBorrower, which amount shall be held by the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, as Cash Collateral for all Reimbursement Obligations. If a Borrower has elected Each such payment shall be made to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest Administrative Agent at the rate which would be payable Administrative Agent's Office in immediately available funds. Interest on any outstanding Base Rate Loans which were then overdue and all amounts remaining unpaid by the Borrowers under this Section at any time from the date such amounts become due and payable (whether at as stated maturityin this Section, by acceleration or otherwise) until payment in fullfull (whether before or after judgment) shall be payable to the Administrative Agent on demand and shall accrue interest at the Default Rate.

Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, the applicable Borrower agrees The Borrowers agree to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the applicable Borrower Borrowers of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment. Unless Each such payment shall be made to the applicable Borrower shall immediately notify such Issuing Lender that such Borrower intends to reimburse such Issuing Lender at its address for such drawing from other sources or funds, such Borrower shall be deemed to have timely given a Notice notices specified herein in lawful money of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate United States and in immediately available funds on the applicable repayment date in the amount of (i) the Business Day that the Borrowers receive such draft so paid and notice, if such notice is received prior to 1:00 p.m., Charlotte time, or (ii) any amounts referred the Business Day immediately following the day that the Borrowers receive such notice, if such notice is not received prior to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders time. Interest shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue and all amounts remaining unpaid by the Borrowers under this Article III from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullfull at the rate which would be payable on any outstanding Base Rate Loans; provided, however, that if the Borrowers fail to reimburse the Issuing Lender by the third Business Day following the notice referred to in this Section 3.5, the Base Rate Loan referred to above shall, from the initial date due until paid, bear interest at the default rate set forth in Section 4.1(d) hereof. If the Borrowers fail to timely reimburse the Issuing Lender on the date the Borrowers receive the notice referred to in this Section 3.5, the Borrowers shall be deemed to have timely given a Notice of Borrowing hereunder to the Administrative Agent requesting the Lenders to make a Base Rate Loan on such date in an amount equal to the amount of such drawing and, regardless of whether or not the conditions precedent specified in Article V have been satisfied, the Lenders shall make Base Rate Loans in such amount, the proceeds of which shall be applied to reimburse the Issuing Lender for the amount of the related drawing and costs and expenses.

Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, the applicable Borrower agrees The Borrowers ----------------------------------------- agree to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the applicable Borrower Borrowers of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment. Unless Each such payment shall be made to the applicable Borrower shall immediately notify such Issuing Lender that such Borrower intends to reimburse such Issuing Lender at its address for such drawing from other sources or funds, such Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date notices specified herein in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount lawful money of the related drawing United States and such fees and expensesin immediately available funds. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and Interest shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue and all amounts remaining unpaid by the Borrowers under this Article III from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullfull at the rate which would be payable on any outstanding Base Rate Loans which were then overdue. If the Borrowers fail to timely reimburse the Issuing Lender on the date the Borrowers receive the notice referred to in this Section 3.5, the Borrowers shall be deemed to have timely given a Notice of Borrowing hereunder to the Administrative Agent requesting the Lenders to make a Base Rate Loan on such date in an amount equal to the amount of such drawing and, regardless of whether or not the conditions precedent specified in Article V have been satisfied, the Lenders shall make Base Rate Loans in such amount, the proceeds of which shall be applied to reimburse the Issuing Lender for the amount of the related drawing and costs and expenses.

Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, the applicable Borrower agrees The Borrowers agree to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the applicable Borrower Borrowers of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment. Unless Each such payment shall be made to the applicable Borrower shall immediately notify such Issuing Lender that such Borrower intends to reimburse such Issuing Lender at its address for such drawing from other sources or funds, such Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date notices specified herein in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount lawful money of the related drawing United States and such fees and expensesin immediately available funds. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and Interest shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue and all amounts remaining unpaid by the Borrowers under this Article III from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullfull at the rate which would be payable on any outstanding Base Rate Loans which were then overdue. If the Borrowers fail to timely reimburse the Issuing Lender on the date the Borrowers receive the notice referred to in this Section 3.5, the Borrowers shall be deemed to have timely given a Notice of Borrowing hereunder to the Administrative Agent requesting the Lenders to make a Base Rate Loan on such date in an amount equal to the amount of such drawing and, subject to the satisfaction or waiver of the conditions precedent specified in Article V, the Lenders shall make Base Rate Loans in such amount, the proceeds of which shall be applied to reimburse the Issuing Lender for the amount of the related drawing and costs and expenses.

Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, the applicable Borrower agrees The Borrowers agree to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the applicable Borrower Borrowers of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment. Unless Each such payment shall be made to the applicable Borrower shall immediately notify such Issuing Lender that such Borrower intends to reimburse such Issuing Lender at its address for such drawing from other sources or funds, such Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date notices specified herein in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount lawful money of the related drawing United States and such fees and expensesin immediately available funds. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and Interest shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue and all amounts remaining unpaid by the Borrowers under this Article III from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullfull at the rate which would be payable on any outstanding Base Rate Loans which were then overdue. If the Borrowers fail to timely reimburse the Issuing Lender on the date the Borrowers receive the notice referred to in this Section 3.5, the Borrowers shall be deemed to have timely given a Notice of Revolving Credit Loan Borrowing hereunder to the Administrative Agent requesting the Lenders to make a Base Rate Loan on such date in an amount equal to the amount of such drawing and, regardless of whether or not the conditions precedent specified in Article VI have been satisfied, the Lenders shall make Base Rate Loans in such amount, the proceeds of which shall be applied to reimburse the Issuing Lender for the amount of the related drawing and costs and expenses.

Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, the applicable Each Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable each Issuing Lender through the Administrative Agent on each date the Business Day next succeeding the Business Day on which such Issuing Lender notifies the applicable such Borrower of the date and amount of a draft paid by it presented under any Letter of Credit and paid by such Issuing Lender for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such paymentpayment other than Excluded Taxes. Unless Each such payment shall be made to the Administrative Agent at its address for notices referred to herein in the relevant currency and in immediately available funds, unless (x) the applicable Issuing Lender (at its option) shall have specified in its notice to the applicable Borrower shall immediately notify that it will require reimbursement in Dollars or (y) in the absence of any such Issuing Lender requirement that such Borrower intends to reimburse the applicable Issuing Lender in Dollars, such Borrower shall have notified the applicable Issuing Lender promptly following the notice of drawing that such Borrower will reimburse such Issuing Lender for in Dollars; provided, that, in the case of any such drawing from other sources reimbursement in Dollars of any Letter or fundsCredit denominated in a Foreign Currency, such Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment Issuing Lender shall notify the applicable Borrower of the Exchange Rate for Dollars and the Foreign Currency used for payment of such Letter of Credit as of the date in of the amount payment of (i) the draft presented under such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred Letter of Credit by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied respect to reimburse such Issuing Lender for the amount of the related drawing and such fees and expensesin the Foreign Currency promptly following the determination thereof. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to If the applicable Borrower does not reimburse such the applicable Issuing Lender for any draft paid by such Issuing Lender under a any Letter of Credit issued by it is absolute and unconditional and such Issuing Lender in a Foreign Currency on the date required pursuant to the first sentence of this Section 2.9, such Issuing Lender shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction convert such Reimbursement Obligation into Dollars at the rate of exchange then available to such Issuing Lender in the conditions set forth interbank market where its foreign currency exchange operations in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount respect of such drawing with funds from other sources Foreign Currency are then being conducted and such Borrower shall fail thereafter be required to reimburse such Issuing Lender as provided abovein Dollars for such Reimbursement Obligation (in the amount so converted). Subject to the next succeeding sentence, the unreimbursed amount of such drawing interest shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue such amounts from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) on which the relevant draft is paid until payment in fullfull at the rate set forth in (i) until the Business Day next succeeding the date of the relevant notice, Section 2.20(b) and (ii) thereafter, Section 2.20(d). Interest shall be payable on any such amounts denominated in a Foreign Currency from the date on which the relevant draft is paid until payment in full or conversion to Dollars as provided herein at the rate determined by the applicable Issuing Lender as its cost of funding such payment.

Reimbursement Obligation of the Borrowers. In the event of ----------------------------------------- any drawing under any Letter of Credit, the applicable Borrower agrees Borrowers jointly and severally agree to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section 3.5 or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the applicable Borrower Borrowers of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment. Unless the applicable Borrower Borrowers shall immediately notify such the Issuing Lender that such Borrower intends the Borrowers intend to reimburse such the Issuing Lender for such drawing from other sources or funds, such Borrower the Borrowers shall be deemed to have timely given a Notice of Revolving Credit/Swingline Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment such date in the amount of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such the Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section 3.5 to reimburse such the Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has the Borrowers have elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, the applicable Borrower agrees Borrowers, jointly and severally, agree to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender Administrative Agent on each date on which such Issuing Lender the Administrative Agent notifies the applicable Administrative Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender Bank in connection with such payment. Unless the applicable Administrative Borrower shall immediately notify such Issuing Lender the Administrative Agent that such Borrower intends the Borrowers intend to reimburse such Issuing Lender for such drawing from other sources or funds, such the Administrative Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment such date in the amount of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender Bank in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender the Administrative Agent for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender Bank for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, including non-–satisfaction of the conditions set forth in Section 2.3(a) or Article VI. V. If a Borrower has the Borrowers have elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender Bank as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, the applicable Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such Issuing Lender notifies the applicable Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such 146960219_6 165457743_4 Issuing Lender in connection with such payment. Unless the applicable Borrower shall immediately notify such Issuing Lender that such Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, such Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, the applicable Borrower agrees The Borrowers jointly and severally agree to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the applicable Borrower Borrowers of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment. Unless Each such payment shall be made to the applicable Borrower shall immediately notify such Issuing Lender that such Borrower intends to reimburse such Issuing Lender at its address for such drawing from other sources or funds, such Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date notices specified herein in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount lawful money of the related drawing United States and such fees and expensesin immediately available funds. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and Interest shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue and all amounts remaining unpaid by the Borrowers under this Article III from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullfull at the rate which would be payable on any outstanding Base Rate Loans which were then overdue. Unless the Borrowers have otherwise previously reimbursed the Issuing Lender, then on the date on which the Issuing Lender notifies the Borrowers of the date and amount of a draft paid under any Letter of Credit, the Borrowers shall be deemed to have timely given a Notice of Revolving Credit/Swingline Borrowing hereunder to the Administrative Agent requesting the Lenders to make a Base Rate Loan on such date in an amount equal to the amount of such drawing and, regardless of whether or not the conditions precedent specified in Article VI have been satisfied, the Lenders shall make Base Rate Loans in such amount, the proceeds of which shall be applied to reimburse the Issuing Lender for the amount of the related drawing and costs and expenses.

Reimbursement Obligation of the Borrowers. In order to induce the event Letter of Credit Banks to issue, extend and renew each Letter of Credit and the Banks to participate therein, the Borrowers hereby jointly and severally agree to reimburse or pay to the Agent, for the account of the applicable Letter of Credit Bank or, with respect to each Letter of Credit issued, extended or renewed by such Letter of Credit Bank hereunder, (a) except as otherwise expressly provided in Section 4.2(b) and (c), on each date that any drawing draft presented under such Letter of Credit is honored by any Letter of Credit Bank, or any Letter of Credit Bank otherwise makes a payment with respect thereto, (i) the amount paid by such Letter of Credit Bank under or with respect to such Letter of Credit, the applicable Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such Issuing Lender notifies the applicable Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment. Unless the applicable Borrower shall immediately notify such Issuing Lender that such Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, such Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date in the amount of (i) such draft so paid and (ii) the amount of any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs and expenses whatsoever incurred by such Issuing Lender Letter of Credit Bank in connection with any payment made by such paymentLetter of Credit 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 Letter of Credit Banks, the Banks and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at Agent as cash collateral for all Reimbursement Obligations, and (c) upon the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount termination of the related drawing and such fees and expenses. Each Revolving Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section 13, an amount equal to reimburse such Issuing Lender the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Agent for any draft paid under a the benefit of the Letter of Credit issued by it is absolute Banks, Banks and unconditional and the Agent as cash collateral for all Reimbursement Obligations. 48 -40- Each such payment shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction made to the Agent for the account of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount applicable Letter of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest Credit Bank at the rate which would be payable Agent's Head Office in immediately available funds. Interest on any outstanding Base Rate Loans which were then overdue and all amounts remaining unpaid by the Borrowers under this Section 4.2 at any time from the date such amounts become due and payable (whether at as stated maturityin this Section 4.2, by acceleration or otherwise) until payment in fullfull (whether before or after judgment) shall be payable to the applicable Letter of Credit Bank on demand at the rate specified in Section 5.11 for overdue principal on the Loans.

Reimbursement Obligation of the Borrowers. In order to induce the event Agent to issue, extend and renew each Letter of Credit and the Banks to participate therein, the Borrower for whose account the Letter of Credit was issued 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 for such Borrower's account hereunder, (a) except as otherwise expressly provided in Section 5.2(b) and (c), by not later than the third Business Day following each date that any drawing draft presented under any 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, the applicable Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds plus any and all interest accuring on such amounts from other sources), in same day funds, the applicable Issuing Lender on each date on which such Issuing Lender notifies the applicable Borrower of the date and amount of a draft paid payment by it under any Letter of Credit for the amount of Agent (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment. Unless the applicable Borrower shall immediately notify such Issuing Lender that such Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, such Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest accruing at the Base Rate on the applicable repayment date in the amount of (i) such draft so paid Rate), and (ii) the amount of any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs and expenses whatsoever incurred by such Issuing Lender the Agent or any Bank in connection with any payment made by the Agent or any Bank under, or with respect to, such paymentLetter 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 Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at Agent as cash collateral for all Reimbursement Obligations, and (c) upon the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount termination of the related drawing and such fees and expenses. Each Revolving Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with Section 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 a Borrower under this Section to reimburse such Issuing Lender for 5.2 at any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue time from the date such amounts become due and payable (whether at as stated maturityin this Section 5.2, by acceleration or otherwise) until payment in fullfull (whether before or after judgment) shall be payable to the Agent on demand at the rate specified in Section 7.11 for overdue principal on the Loans.

Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, the applicable Borrower agrees Borrowers, jointly and severally, agree to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or if an L/C Collateral Event has occurred and as a result L/C Cash Collateral has been paid to the Administrative Agent, by the Administrative Agent applying L/C Cash Collateral thereagainst (but without reducing the balance in the L/C Cash Collateral Account below 105% of the remaining outstanding L/C Obligations) or with funds from other sources), in same day funds, the applicable Issuing Lender Administrative Agent on each date on which such Issuing Lender the Administrative Agent notifies the applicable Administrative Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender Bank in connection with such payment. Unless the applicable Administrative Borrower shall immediately notify such Issuing Lender the Administrative Agent that such Borrower intends the Borrowers intend to reimburse such Issuing Lender for such drawing from other sources or funds, such the Administrative Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment such date in the amount of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender Bank in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender the Administrative Agent for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender Bank for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, including non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has the Borrowers have elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender Bank as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, the applicable (a) Each Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable relevant Issuing Lender on each date the same Business Day on which such Issuing Lender notifies the applicable Borrower of the date and amount of a draft paid by it is presented under any European Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred issued by such Issuing Lender in connection with for the account of such payment. Unless the applicable Borrower shall immediately notify and paid by such Xxxxxxx Xxxxxx, PROVIDED that such Issuing Lender that provides notice to such Borrower intends prior to 12:00 Noon, local time at the address for notices specified herein with respect to such Borrower, on such Business Day and otherwise such Borrower will reimburse the Issuing Lender on the next succeeding Business Day; PROVIDED, FURTHER, that the failure to provide such notice shall not affect the absolute and unconditional obligation of such Borrower to reimburse the relevant Issuing Lender for any draft paid under any European Letter of Credit issued by it. Each Issuing Lender shall provide notice to such Borrower on such Business Day as a draft is presented and paid by such Issuing Lender for such drawing from other sources or funds, such Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date in indicating the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in . Each such amount, the proceeds of which payment shall be applied made to reimburse such Issuing Lender at its address for the amount notices specified herein in lawful money of the related drawing and currency in which such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a European Letter of Credit issued by it is absolute was denominated and unconditional and in immediately available funds. (b) Interest shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue and all amounts remaining unpaid by the relevant Borrower under this subsection from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullfull at the rate reasonably determined by the Issuing Lender as reflecting its cost of funds for the maintenance of such extension of credit on an overnight basis PLUS 2% above the Applicable Margin then in effect for ABR Loans. (c) Each drawing under any European Letter of Credit shall constitute a request by the relevant Borrower to the Local European Lender for the relevant currency for a borrowing of Local European Loans in the amount of such drawing (or, if there is no such Local European Lender, to the Administrative Agent for such a borrowing of Syndicated European Loans). The Borrowing Date with respect to such borrowing shall be the date of such drawing.

Reimbursement Obligation of the Borrowers. In order to induce the event of any drawing under any Letter of Credit, Administrative Agent to cause the applicable Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such Issuing Lender notifies the applicable Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount Issuer to issue, extend and renew each Letter of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment. Unless the applicable Borrower shall immediately notify such Issuing Lender that such Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, such Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a to participate therein, the Borrowers hereby jointly and severally agree to reimburse or pay to the Administrative Agent and the Letter of Credit Issuer, for the account of the Administrative Agent and the Letter of Credit Issuer or (as the case may be) the Revolving Credit Loan bearing interest at Lenders, with respect to each Letter of Credit issued, extended or renewed by the Base Rate Letter of Credit Issuer hereunder, (a) except as otherwise expressly provided in ss.4.2(b) and (c), on each date that any draft presented under such amountLetter of Credit is honored by the Letter of Credit Issuer, or the proceeds Letter of which shall be applied Credit Issuer otherwise makes a payment with respect thereto, (i) the amount paid by the Letter of Credit Issuer under or with respect to reimburse such Issuing Lender for Letter of Credit, and (ii) the amount of any taxes, reasonable fees, charges or other costs and expenses whatsoever incurred by the related drawing and such fees and expenses. Each Letter of Credit Issuer, the Administrative Agent or any Lender in connection with any payment made by the Letter of Credit Issuer, the Administrative Agent or any Revolving Credit Lender acknowledges and agrees that its obligation under, or with respect to, such Letter of Credit, (b) upon the reduction (but not termination) of the Total Commitment to fund a 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 Letter of Credit Issuer, the Revolving Credit Loan 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 this Section ss.13, an amount equal to reimburse such Issuing Lender the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Administrative Agent for any draft paid under a the benefit of the Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided aboveIssuer, the unreimbursed amount of Revolving Credit Lenders and the Administrative Agent as cash collateral for all Reimbursement Obligations. Each such drawing payment shall bear interest be made to the Administrative Agent at the rate which would be payable Administrative Agent's Office in immediately available funds. Interest on any outstanding Base Rate Loans which were then overdue and all amounts remaining unpaid by the Borrowers under this ss.4.2 at any time from the date such amounts become due and payable (whether at as stated maturityin this ss.4.2, by acceleration or otherwise) until payment in fullfull (whether before or after judgment) shall be payable to the Administrative Agent on demand at the rate specified in ss.5.7 for overdue principal on the Revolving Credit Loans. Notwithstanding the foregoing, the Administrative Agent, without the request of the Borrowers, may advance Revolving Credit Loans in the amount of any honoring of any Letter of Credit and other amount for which the Borrowers, the Letter of Credit Issuer, the Administrative Agent or the Revolving Credit Lenders become obligated on account of, or in respect to, any Letter of Credit. Such advance shall be made whether or not a Default exists or such advance would result in an OverLoan. Such action shall not constitute a waiver of the Administrative Agent's and the Revolving Credit Lenders' rights under this Section 4.

Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, the applicable Borrower unconditionally agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section 2.03 or with funds from other sources), in same day funds, the applicable Issuing Lender on each the first Business Day after the date on which such Issuing Lender notifies the such applicable Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (ai) such draft so paid and (bii) any amounts referred to in Section 3.3(c2.03(d)(iii) incurred by such Issuing Lender in connection with such payment. In the case of a Letter of Credit denominated in a Foreign Currency, the applicable Borrower shall reimburse the applicable Issuing Lender in such Foreign Currency, unless (A) the applicable Issuing Lender (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the applicable Borrower shall have notified the applicable Issuing Lender promptly following receipt of the notice of drawing that such applicable Borrower will reimburse the applicable Issuing Lender in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in a Foreign Currency, the applicable Issuing Lender (through the Administrative Agent) shall notify the applicable Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Unless the applicable Borrower shall immediately promptly (and in any event not later than 11:00 a.m. (Pacific Time) in the case of any Letter of Credit to be reimbursed in Dollars or the Applicable Time in the case of any Letter of Credit to be reimbursed in a Foreign Currency) on the applicable repayment date notify such Issuing Lender (and the Administrative Agent) that such the applicable Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, such the applicable Borrower shall be deemed to have timely given a Borrowing Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the as an Alternate Base Rate Loan on the applicable repayment date in the amount of (i) such draft so paid (or, in the case of a Letter of Credit denominated in a Foreign Currency, the Dollar Equivalent of the amount of such draft so paid) and (ii) any amounts referred to in Section 3.3(c2.03(d)(iii) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the as an Alternate Base Rate Loan in such amountamount on such first Business Day after the date of the notice from the applicable Issuing Lender (through the Administrative Agent) to the applicable Borrower referred to in the first sentence of this Section 2.03(f), the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section 2.03 to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in this Section 2.3(a) 2.03 or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullSection 4.

Reimbursement Obligation of the Borrowers. In order to induce the event Issuing Bank to issue, extend and renew each Letter of Credit and the Lenders to participate therein, (a) the Co-Borrowers hereby jointly and severally agree to reimburse or pay to the Administrative Agent, for the account of the Issuing Bank or (as the case may be) the Lenders, with respect to each Letter of Credit issued, extended or renewed by the Issuing Bank hereunder at the request of the Co-Borrowers, (b) the UK Borrower hereby agrees to reimburse or pay to the Administrative Agent, for the account of the Issuing Bank or (as the case may be) the Lenders, with respect to each Letter of Credit issued, extended or renewed by the Issuing Bank hereunder at the request of the UK Borrower, and (c) the Australian Borrower hereby agrees to reimburse or pay to the Administrative Agent, for the account of the Issuing Bank or (as the case may be) the Lenders, with respect to each Letter of Credit issued, extended or renewed by the Issuing Bank hereunder at the request of the Australian Borrower, (i) except as otherwise expressly provided in ss. 4.2(ii) and (iii) or ss. 4.3, on each date that any draft presented under such Letter of Credit is honored by the Issuing Bank, or the Issuing Bank otherwise makes a payment with respect thereto, (A) the amount paid by the Issuing Bank under or with respect to such Letter of Credit denominated in the same currency in which such draft or such payment was denominated, and (B) the amount of any drawing under taxes, fees, charges or other costs and expenses whatsoever incurred by the Issuing Bank or any Lender in connection with any payment made by the Issuing Bank or any Lender under, or with respect to, such Letter of Credit, denominated in the applicable Borrower agrees same currency in which such costs and expenses were denominated, (ii) upon the reduction (but not termination) of the Total Commitment to reimburse an amount less than the Dollar Equivalent of the Maximum Drawing Amount, the Dollar Equivalent of the amount equal to such difference, which amount shall be held by the Administrative Agent for the benefit of the Lenders and the Issuing Bank as cash collateral for all Reimbursement Obligations, and (either iii) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with ss. 13, an amount equal to the proceeds then Maximum Drawing Amount on all Letters of a Revolving Credit Loan (such amounts to be denominated in the same currency as provided for in this Section or with funds from other sourcessuch Letters of Credit), in same day funds, which amount shall be held by the applicable Issuing Lender on each date on which such Issuing Lender notifies Administrative Agent for the applicable Borrower benefit of the date Lenders and amount of a draft paid by it under any Letter of Credit the Issuing Bank as cash collateral for the amount of (a) all Reimbursement Obligations. Each such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment. Unless the applicable Borrower shall immediately notify such Issuing Lender that such Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, such Borrower payment shall be deemed to have timely given a Notice of Borrowing made to the Administrative Agent requesting that at the Administrative Agent's Office in Same Day Funds. Except as otherwise provided in ss. 4.3 with respect to Unpaid Reimbursement Obligations which are converted to Revolving Credit Lenders make a Revolving Credit Loan bearing Loans, interest at the Base Rate on the applicable repayment date in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue and all amounts remaining unpaid by the Borrowers under this ss. 4.2 at any time from the date such amounts become due and payable (whether at as stated maturityin this ss. 4.2, by acceleration or otherwise) until payment in fullfull (whether before or after judgment) shall be payable to the Administrative Agent on demand at the rate specified in ss. 5.11 for overdue principal on the Revolving Credit Loans.

Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, the applicable Borrower agrees The Borrowers agree to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the applicable Borrower CCA REIT of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment. Unless Each such payment shall be made to the applicable Borrower shall immediately notify such Issuing Lender that such Borrower intends to reimburse such Issuing Lender at its address for such drawing from other sources or funds, such Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date notices specified herein in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount lawful money of the related drawing United States and such fees and expensesin immediately available funds. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and Interest shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue and all amounts remaining unpaid by the Borrowers under this Article III from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullfull at the rate which would be payable on any outstanding Base Rate Loans which were then overdue. If the Borrowers fail to timely reimburse the Issuing Lender on the date CCA REIT receives the notice referred to in this Section 3.5, the Borrowers shall be deemed to have timely given a Notice of Borrowing hereunder to the Administrative Agent requesting the Lenders to make a Base Rate Loan on such date in an amount equal to the amount of such drawing and, subject to the satisfaction or waiver of the conditions precedent specified in Article V, the Lenders shall make Base Rate Loans in such amount, the proceeds of which shall be applied to reimburse the Issuing Lender for the amount of the related drawing and costs and expenses.

Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, the applicable Borrower agrees The Borrowers jointly and severally agree to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable each Issuing Lender on each date the Business Day next succeeding the Business Day on which such Issuing Lender notifies the applicable Borrower Borrowers of the date and amount of a draft paid by it presented under any Letter of Credit and paid by such Issuing Lender for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such payment. Unless Each such payment to be made by the applicable Borrower Borrowers shall immediately notify such be made to each Issuing Lender that such Borrower intends at its address for notices referred to reimburse such Issuing Lender for such drawing from other sources or herein in Dollars and in immediately available funds, such Borrower . Interest shall be deemed payable on any and all such amounts remaining unpaid by the Borrowers from the date on which the relevant draft is paid until payment in full at the rate set forth in (i) until the Business Day next succeeding the date of the relevant notice, Section 4.5(b) and (ii) thereafter, Section 4.5(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 9(f) shall have occurred and be continuing with respect to have timely given either Borrower, in which case the procedures specified in Section 3.10 for funding by L/C Participants shall apply) constitute a Notice of Borrowing request by the relevant Borrower to the Administrative Agent requesting that the Revolving Credit Lenders make for a Revolving Credit Loan bearing interest borrowing pursuant to Section 3.2 of Base Rate Loans (or, at the Base Rate on option of the applicable repayment date Administrative Agent and the Swingline Lender in their sole discretion, a borrowing pursuant to Section 3.4 of Swingline Loans) in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Loans (ior, if applicable, Swingline Loans) could be made, pursuant to Section 3.2 or, if applicable, Section 3.4), if the Administrative Agent had received a notice of such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such borrowing at the time the Administrative Agent receives notice from an Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse under such Issuing Lender as provided above, the unreimbursed amount Letter of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullCredit.

Reimbursement Obligation of the Borrowers. (a) In the event of any drawing under any Letter of Credit, the applicable U.S. Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section 3.5 or with funds from other sources), in same day fundsfunds in the applicable Permitted Currency in which the Letter of Credit was denominated, the applicable Issuing Lender on each date on which such the applicable Issuing Lender notifies the applicable U.S. Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such the applicable Issuing Lender in connection with such payment. Unless the applicable U.S. Borrower shall immediately notify such the applicable Issuing Lender that such Borrower it intends to reimburse such the applicable Issuing Lender for such drawing from other sources or funds, such the U.S. Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment such date in the amount of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c) incurred by such the applicable Issuing Lender in connection with such paymentpayment (including, without limitation, any and all reasonable, out-of-pocket costs, fees and other expenses incurred by the applicable Issuing Lender in effecting the payment of the Letter of Credit denominated in an Alternative Currency), and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such the applicable Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section 3.5(a) to reimburse such the applicable Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a2.5(a) or Article VI. V. If a the U.S. Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the applicable Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrowers. In (a) The Borrowers agree to reimburse, jointly and severally, the event Issuing Lender on the same Business Day on which a draft is presented under any Letter of Credit and paid by the Issuing Lender, provided that the Issuing Lender provides notice to the Borrowers prior to 12:00 Noon, New York City time, on such Business Day and otherwise the Borrowers will reimburse the Issuing Lender on the next succeeding Business Day; provided, further, that the failure to provide such notice shall not affect the Borrowers' absolute and unconditional obligation to reimburse the Issuing Lender for any drawing draft paid under any Letter of Credit, the applicable Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable . The Issuing Lender shall provide notice to the Borrowers on each date on which such Business Day as a draft is presented and paid by the Issuing Lender notifies the applicable Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment. Unless the applicable Borrower shall immediately notify such Issuing Lender that such Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, such Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date in indicating the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in . Each such amount, the proceeds of which payment shall be applied made to reimburse such the Issuing Lender at its address for the amount notices specified herein in lawful money of the related drawing United States of America and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and immediately available funds. (b) Interest shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue and all amounts remaining unpaid by the Borrowers under this subsection from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullfull at the rate which would be payable on any outstanding Revolving Credit Loans that are ABR Loans which were then overdue. (c) Each drawing under any Letter of Credit shall constitute a request by the Borrowers to the Administrative Agent for a borrowing pursuant to subsection 2.3 of ABR Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the date of such drawing.

Reimbursement Obligation of the Borrowers. In order to induce each Issuing Bank to issue, extend and renew each Letter of Credit and the event Revolving Lenders to participate therein, (a) the Co-Borrowers hereby jointly and severally agree to reimburse or pay to the Administrative Agent, for the account of the applicable Issuing Bank or (as the case may be) the Revolving Lenders, with respect to each Letter of Credit issued, extended or renewed by the Issuing Bank hereunder, (b) the UK Borrower hereby agrees to reimburse or pay to the Administrative Agent, for the account of the applicable Issuing Bank or (as the case may be) the Revolving Lenders, with respect to each Letter of Credit issued, extended or renewed by the Issuing Bank hereunder at the request of the UK Borrower, (c) the Australian Borrower hereby agrees to reimburse or pay to the Administrative Agent, for the account of the applicable Issuing Bank or (as the case may be) the Revolving Lenders, with respect to each Letter of Credit issued, extended or renewed by the Issuing Bank hereunder at the request of the Australian Borrower and (d) the Irish Borrower hereby agrees to reimburse or pay to the Administrative Agent, for the account of the applicable Issuing Bank or (as the case may be) the Revolving Lenders, with respect to each Letter of Credit issued, extended or renewed by the Issuing Bank hereunder at the request of the Irish Borrower: (i) except as otherwise expressly provided in Section 4.2(ii) and (iii) or Section 4.3, on the Business Day next following the date that any draft presented under such Letter of Credit is honored by the applicable Issuing Bank, or the applicable Issuing Bank otherwise makes a payment with respect thereto, (A) the amount paid by such Issuing Bank under or with respect to such Letter of Credit denominated in the same currency in which such draft or such payment was denominated, (B) interest thereon at a rate per annum equal to the Base Rate plus the Applicable Margin with respect to Base Rate Loans as in effect from time to time, and (C) the amount of any drawing under taxes, fees, charges or other costs and expenses whatsoever incurred by the applicable Issuing Bank or any Lender in connection with any payment made by the Issuing Bank or any Lender under, or with respect to, such Letter of Credit, denominated in the same currency in which such costs and expenses were denominated, (A) upon the reduction (but not termination) of the lesser of (x) the Total Commitment or (y) the Aggregate Borrowing Base to an amount less than the Dollar Equivalent of the Maximum Drawing Amount or (B) upon the reduction (but not termination) of the lesser of (x) the Total Commitment or (y) the Domestic Borrowing Base to an amount less than the Dollar Equivalent of the Maximum Drawing Amount in respect of Letters of Credit issued for the account of the Co-Borrowers, the Dollar Equivalent of the amount equal to such difference, which amount shall be held by the Administrative Agent for the benefit of the Lenders and Issuing Banks as Cash Collateral for, in the case of clause (A) above, all Reimbursement Obligations, or in the case of clause (B) above, all Reimbursement Obligations in respect of Letters of Credit issued for the account of the Co-Borrowers, and (iii) 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 (such amounts to be denominated in the same currency as such Letters of Credit), which amount shall be held by the Administrative Agent for the benefit of the Revolving Lenders and Issuing Banks as Cash Collateral for all Reimbursement Obligations. Each such payment shall be made by the applicable Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such Issuing Lender notifies the applicable Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (aBorrower(s) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment. Unless the applicable Borrower shall immediately notify such Issuing Lender that such Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, such Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that at the Administrative Agent's Office in Same Day Funds. Except as otherwise provided in Section 4.3 with respect to Unpaid Reimbursement Obligations which are converted to Revolving Credit Lenders make a Revolving Credit Loan bearing Loans, interest at on any and all amounts remaining unpaid by the Base Rate on the applicable repayment date in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with Borrowers under this Section to reimburse such Issuing Lender for 4.2 at any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue time from the date such amounts become due and payable (whether at as stated maturityin this Section 4.2, by acceleration or otherwise) until payment in full.payment

Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, the applicable Borrower agrees The Borrowers ----------------------------------------- agree to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the applicable Borrower Borrowers of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment. Unless Each such payment shall be made to the applicable Borrower shall immediately notify such Issuing Lender that such Borrower intends to reimburse such Issuing Lender at its address for such drawing from other sources or notices specified herein in lawful money of the United States and in immediately available funds, such Borrower . Interest shall be deemed to have timely given a Notice of Borrowing to payable on any and all amounts remaining unpaid by the Administrative Agent requesting that Borrowers under this Article III from the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft are paid under a the Letter of Credit issued (whether at stated maturity, by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth acceleration or otherwise) until payment in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest full at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from overdue. If the Borrowers fail to timely reimburse the Issuing Lender on the date the Borrowers receive the notice referred to in this Section 3.5, the Borrowers shall be deemed to have timely given a Notice of Borrowing hereunder to the Administrative Agent requesting the Lenders to make a Base Rate Loan on such amounts become payable (date in an amount equal to the amount of such drawing and, regardless of whether at stated maturityor not the conditions precedent specified in Article V have been satisfied, by acceleration or otherwise) until payment the Lenders shall make Base Rate Loans in fullsuch amount, the proceeds of which shall be applied to reimburse the Issuing Lender for the amount of the related drawing and costs and expenses.

Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, the applicable Borrower agrees The Borrowers agree to reimburse (either with each Issuing Lender, by the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, next Business Day following the applicable Issuing Lender on each date on which such Issuing Lender notifies the applicable Borrower of the date and amount of a draft paid an L/C Disbursement made by it under any Letter of Credit such Issuing Lender, for the amount of (a) such draft so paid L/C Disbursement and (b) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such paymentL/C Disbursement (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”). Unless the applicable Borrower Each such payment shall immediately notify be made to such Issuing Lender that such at its address for notices specified herein in lawful money of the Xxxxxx Xxxxxx of America and in immediately available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.15(b)(ii) and (ii) thereafter, Section 2.16. If any Borrower intends fails to so reimburse such Issuing Lender for such drawing from other sources or fundsLender, such Borrower shall be deemed to have timely given requested a Notice borrowing pursuant to Section 2.05 of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date Loans in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amountL/C Disbursement, the proceeds making of which shall any such borrowing to be applied subject to reimburse such Issuing Lender for the amount of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI5.03 (other than delivery of a borrowing notice); provided that if such conditions are not satisfied, the procedures specified in Section 3.04 for funding by L/C Participants shall apply. If The Borrowing Date with respect to such borrowing shall be the first date on which a Borrower has elected borrowing of Revolving Credit Loans that are Standby Loans could be made, pursuant to pay Section 2.05, if the amount Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender of such drawing with funds from other sources and shall fail to reimburse under such Issuing Lender as provided above, the unreimbursed amount Letter of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullCredit.

Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, the applicable Each Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources)Issuing Lender, in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the applicable such Borrower of the date and amount of a draft paid by it presented under any Letter of Credit issued for the account of such Borrower and paid by the Issuing Lender, for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the "Payment Amount"). Each such payment shall be made to the Issuing Lender at its address for notices specified herein in Dollars and in immediately available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.15(b) and (ii) thereafter, Section 2.15(c), provided that no amount payable in respect of clause (b) of the preceding sentence shall be due and payable to the Issuing Lender until the relevant Borrower is notified in writing of the incurrence of such payment. Unless Each drawing under any Letter of Credit shall (unless an event of the applicable type described in clause (i) or (ii) of Section 8(f) shall have occurred and be continuing with respect to any Borrower, in which case the procedures specified in Section 3.4 for funding by L/C Participants shall apply) constitute a request by the relevant Borrower shall immediately notify such Issuing Lender that such Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, such Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make for a Revolving Credit Loan bearing interest borrowing pursuant to Section 2.5 of Base Rate Loans (or, at the Base Rate on option of the applicable repayment date Administrative Agent and the Swing Line Lender in their sole discretion, a borrowing pursuant to Section 2.7 of Swing Line Loans) in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans (ior, if applicable, Swing Line Loans) could be made, pursuant to Section 2.5 (or, if applicable, Section 2.7), if the Administrative Agent had received a notice of such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such borrowing at the time the Administrative Agent receives notice from the Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse under such Issuing Lender as provided above, the unreimbursed amount Letter of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullCredit.

Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, the applicable (a) Each Borrower hereby agrees to reimburse (either with the proceeds each Issuing Lender, upon receipt by such Borrower of a Revolving Credit Loan as provided for in this Section or with funds notice from other sources), in same day funds, the applicable Issuing Lender on each date on which such Issuing Lender notifies the applicable Borrower of the date and amount of a draft paid by it presented under any Letter of Credit issued on its behalf and paid by such Issuing Lender, for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses reasonably incurred by such Issuing Lender in connection with such payment. Unless Each such payment shall be made to the applicable Issuing Lender, at its address for notices specified herein in the currency in which such Letter of Credit is denominated (except that, in the case of any Letter of Credit denominated in any Designated Foreign Currency, in the event that such payment is not made to such Issuing Lender within three Business Days of the date of receipt by such Borrower of such notice, upon notice by such Issuing Lender to such Borrower, such payment shall be made in Dollars, in an amount equal to the Dollar Equivalent of the amount of such payment converted on the date of such notice into Dollars at the Spot Rate of Exchange on such date) and in immediately available funds, on the date on which such Borrower receives such notice, if received prior to 11:00 A.M., New York City time, on a Business Day and otherwise on the next succeeding Business Day. Any conversion by an Issuing Lender of any payment to be made in respect of any Letter of Credit denominated in any Designated Foreign Currency into Dollars in accordance with this subsection 3.5(a) shall be conclusive and binding upon each Borrower and the applicable Revolving Credit Lenders in the absence of manifest error; provided that upon the request of a Borrower or any Revolving Credit Lender, the applicable Issuing Lender shall provide to such Borrower or Revolving Credit Lender a certificate including reasonably detailed information as to the calculation of such conversion. (b) Interest shall be payable on any and all amounts remaining unpaid (taking the Dollar Equivalent of any amounts denominated in Canadian Dollars or any Designated Foreign Currency, as determined by the Administrative Agent or the Canadian Agent, as applicable) by the Borrowers under this subsection 3.5(b) from the date the draft presented under the affected Letter of Credit is paid to the date on which the applicable Borrower shall immediately notify is required to pay such Issuing Lender amounts pursuant to paragraph (a) above at the rate which would then be payable on any outstanding ABR Loans that such Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, such Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the are Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date in the amount of (i) such draft so paid Loans and (ii) any amounts referred to thereafter until payment in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest full at the rate which would be payable on any outstanding Base Rate ABR Loans that are Revolving Credit Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fulloverdue.

Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, the applicable Borrower agrees The Borrowers agree to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the applicable Borrower Borrowers of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid or presented purporting to be drawn and (b) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment. Unless Each such payment shall be made to the applicable Borrower shall immediately notify such Issuing Lender that at its address for notices specified herein in Dollars, (except for payments in connection with Alternate Currency Letters of Credit which shall be repaid in the currency in which such Borrower intends draft was paid) and in immediately available funds. If the Borrowers fail to timely reimburse such the Issuing Lender for such drawing from other sources or fundson the date the Borrowers receive the notice referred to in this Section 3.8, such Borrower the Borrowers shall be deemed to have timely given a Notice of Borrowing hereunder to the Administrative Agent requesting that the Revolving Credit Lenders to make a Revolving Credit Loan bearing interest at the Base Rate Loan on the applicable repayment such date in an amount equal to the amount of (i) such draft so paid and (ii) any amounts referred to drawing and, regardless of whether or not the conditions precedent specified in Section 3.3(c) incurred by such Issuing Lender in connection with such paymentArticle V have been satisfied, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate Loans in such amount, the proceeds of which shall be applied to reimburse such the Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees ; provided, however, that its obligation absent an Event of Default, the Borrowers may elect to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for convert amounts remaining unpaid by the Borrowers (i) under any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth denominated in Section 2.3(a) or Article VI. If a Borrower has elected Dollars to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans, Daily One Month LIBOR Loans, or LIBOR Rate Loans, and (ii) any Letter of Credit denominated in any Alternate Currency to Eurocurrency Loans which were then overdue from the date such amounts become payable (whether at stated maturityor Daily One Month LIBOR Loans, by acceleration or otherwise) until payment in fullsubject to Section 4.2 hereof.

Reimbursement Obligation of the Borrowers. In the event any payment is made under a Letter of any drawing Credit, the Issuing Lender or the Administrative Agent shall promptly notify the Borrowers of the amount of the draft presented under such Letter of Credit and the amount so paid by the Issuing Lender, and the Borrowers shall pay to the Issuing Lender of any Letter of Credit, or to the applicable Borrower agrees to reimburse (either with Administrative Agent for the proceeds benefit of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such Issuing Lender notifies the applicable Borrower of the date and amount of a draft paid by it under any Letter of Credit for Lender, the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such payment. Unless payment (the applicable Borrower shall immediately notify amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”) no later than the first Business Day after the date on which the Borrowers receive notice from such Issuing Lender or from the Administrative Agent that payment has been made under such Letter of Credit or that such Borrower intends Payment Amount is otherwise due (the “L/C Reimbursement Date”). Each such payment shall be made to reimburse such Issuing Lender at its address for notices provided by such drawing from other sources or funds, such Borrower shall be deemed to have timely given a Notice of Borrowing Issuing Lender to the Administrative Agent requesting that and the Revolving Credit Lenders make a Revolving Credit Loan bearing interest Borrowers when such Issuing Lender becomes an "Issuing Lender" hereunder in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the L/C Reimbursement Date, Section 2.13(b) and (ii) thereafter, Section 2.13(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 8(f) shall have occurred and be continuing with respect to the Borrowers, in which case the procedures specified in Section 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrowers to the Administrative Agent for a borrowing pursuant to Section 2.5 of Base Rate on Loans (or, at the applicable repayment date option of the Administrative Agent and the Swing Line Lender in their sole discretion, a borrowing pursuant to Section 2.24 of Swing Line Loans) in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans (ior, if applicable, Swing Line Loans) could be made, pursuant to Section 2.5 (or, if applicable, Section 2.24), if the Administrative Agent had received a notice of such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse under such Issuing Lender as provided above, the unreimbursed amount Letter of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullCredit.

Reimbursement Obligation of the Borrowers. In order to induce the event Agent to issue, extend and renew each Letter of Credit and the Banks to participate therein, the Borrowers hereby jointly and severally agree to reimburse or pay to the Agent, 42 -34- 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 express provided in Section 5.2(b) and (c), on each date that any drawing draft presented under any such Letter of Credit is honored by the Agent, or the Agent otherwise makes a payment with respect thereto such date referred to herein as an "LC Payment Date", (i) the amount paid by the Agent under or with respect to such Letter of Credit, and (ii) the applicable Borrower agrees to reimburse (either 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 proceeds of a Revolving Credit Loan as provided for in this Section Agent or any Bank under, or with funds from other sources)respect to, in same day funds, the applicable Issuing Lender on each date on which such Issuing Lender notifies the applicable Borrower of the date and amount of a draft paid by it under any Letter of Credit for (collectively, an "LC Payment Amount"); provided, that unless the amount Borrowers otherwise notify the Agent prior to the making of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred LC Payment Amount by such Issuing Lender in connection with such payment. Unless the applicable Borrower shall immediately notify such Issuing Lender that such Borrower intends to reimburse such Issuing Lender for such drawing from other sources or fundsAgent, such Borrower the Borrowers shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make requested a Revolving Credit Loan bearing interest at the that is a Base Rate Loan pursuant to Section 2.6 in an amount equal to the LC Payment Amount with a Drawdown Date on the applicable repayment date in LC Payment Date. The Agent shall apply the amount proceeds of (i) any such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at (and the Base Rate in Borrowers hereby authorize such amountapplication) to the Borrowers Reimbursement Obligations with respect to the LC Payment Amounts; (b) upon the reduction (but not termination) of the Total Revolving Credit Commitment to an amount less than the Maximum Drawing Amount, the proceeds of an amount equal to such difference, which amount shall be applied to reimburse such Issuing Lender held by the Agent for the amount benefit of the related drawing Banks and such fees and expenses. Each the Agent as cash collateral for all Reimbursement Obligations, and (c) upon the termination of the Total Revolving Credit Lender acknowledges and agrees that its obligation Commitment, or the acceleration of the Reimbursement Obligations with respect to fund a Revolving all Letters of Credit Loan in accordance with Section 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 Office in immediately available funds. Interest on any and all amounts remaining unpaid by the Borrowers under this Section to reimburse such Issuing Lender for 5.2 at any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue time from the date such amounts become due and payable (whether at as stated maturityin this Section 5.2, by acceleration or otherwise) until payment in fullfull (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 Borrowers. In order to induce the event Agent to issue, extend and renew each Letter of Credit and the Banks to participate therein, the Borrower for whose account the Letter of Credit was issued 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 for such Borrower's account hereunder, (a) except as otherwise expressly provided in ss.5.2(b) and (c), by not later than the third Business Day following each date that any drawing draft presented under any 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, the applicable Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds plus any and all interest accuring on such amounts from other sources), in same day funds, the applicable Issuing Lender on each date on which such Issuing Lender notifies the applicable Borrower of the date and amount of a draft paid payment by it under any Letter of Credit for the amount of Agent (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment. Unless the applicable Borrower shall immediately notify such Issuing Lender that such Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, such Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest accruing at the Base Rate on the applicable repayment date in the amount of (i) such draft so paid Rate), and (ii) the amount of any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs and expenses whatsoever incurred by such Issuing Lender the Agent or any Bank in connection with any payment made by the Agent or any Bank under, or with respect to, such paymentLetter 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 Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at Agent as cash collateral for all Reimbursement Obligations, and (c) upon the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount termination of the related drawing and such fees and expenses. Each Revolving Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section ss.14, an amount equal to reimburse such Issuing Lender the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Agent for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction the benefit of the conditions set forth 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 Section 2.3(a) or Article VIimmediately available funds. If Interest on any and all amounts remaining unpaid by a Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest under this ss.5.2 at the rate which would be payable on any outstanding Base Rate Loans which were then overdue time from the date such amounts become due and payable (whether at as stated maturityin this ss.5.2, by acceleration or otherwise) until payment in fullfull (whether before or after judgment) shall be payable to the Agent on demand at the rate specified in ss.7.11 for overdue principal on the Loans.

Reimbursement Obligation of the Borrowers. In the event of any drawing under any Letter of Credit, the applicable Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such Issuing Lender notifies the applicable Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment. Unless the applicable Borrower shall immediately notify such Issuing Lender that such Borrower 165457743_4174358596_2 intends to reimburse such Issuing Lender for such drawing from other sources or funds, such Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrowers. In Each of the event of any drawing under any Letter of Credit, the applicable Borrower agrees Borrowers agree to reimburse (either with each Issuing Lender, on the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on next Business Day after each date on which such Issuing Lender notifies the applicable such Borrower of the date and amount of a draft paid by it presented under any Letter of Credit issued for the account of such Borrower and paid by the Issuing Lender, for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such paymentpayment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the "PAYMENT AMOUNT"). Unless the applicable Borrower Each such payment shall immediately notify be made to such Issuing Lender that at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.11(b) and (ii) thereafter, Section 2.11(c). Each drawing under any Letter of Credit issued for the account of a Borrower shall (unless an event of the type described in clause (i) or (ii) of Section 8(f) shall have occurred and be continuing with respect to the Borrowers, in which case the procedures specified in Section 3.4 for funding by L/C Participants shall apply) constitute a request by such Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, such Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make for a Revolving Credit Loan bearing interest borrowing pursuant to Section 2.2 of Base Rate Loans or, at the Base Rate on option of the applicable repayment date Administrative Agent and the Swing Line Lender in their sole discretion, a borrowing pursuant to Section 2.4 of Swing Line Loans, in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans (ior, if applicable, Swing Line Loans) could be made, pursuant to Section 2.2 (or, if applicable, Section 2.4), if the Administrative Agent had received a notice of such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If a Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse under such Issuing Lender as provided above, the unreimbursed amount Letter of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullCredit.