Common use of Reimbursement Obligation of the Borrowers Clause in Contracts

Reimbursement Obligation of the Borrowers. If any draft shall be presented for payment under any Letter of Credit, the 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 (whether with their own funds or with proceeds of the Loans) on each date on which the Issuing Lender pays a draft so presented under any Letter of Credit for the amount of (i) such draft so paid and (ii) any taxes, fees, charges or other costs or expenses incurred by the Issuing Lender in connection with such payment. Each such payment shall be made to the Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Each unreimbursed drawing under any Letter of Credit shall constitute a request by the Borrowers, subject to the provisions of Section 2.1, to the Administrative Agent for ABR Loans in the amount of such drawing. The borrowing date with respect to any such ABR Loans shall 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 pays a draft, interest shall be payable on any and all amounts remaining unpaid by the Borrowers under this subsection from the date of 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 ABR Loans at such time and (y) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%.

Reimbursement Obligation of the Borrowers. If In the event of any draft shall be presented for payment drawing under any Letter of Credit, the Issuing Lender shall notify the Borrowers and the Administrative Agent of the date and the amount thereof. The Borrowers agree each Borrower agrees to immediately reimburse the Issuing Lender (whether with their own funds or with proceeds of the Loans) on each date on which for amounts paid by the Issuing Lender pays 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 (other than as provided in Articles 2 and 6 with respect to the 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 draft so presented Letter of Credit, a Revolving Credit Loan bearing interest at the Base Rate commencing on the day on which any drawing is made under any Letter of Credit for and in the aggregate amount of (isuch drawing plus any amounts referred to in Section 3.3(c) such draft so paid and (ii) any taxes, fees, charges or other costs or expenses incurred by the Issuing Lender in connection with such payment. Each such payment draw, the proceeds of which shall be made applied to reimburse the Issuing Lender at its address for notices specified herein in lawful money the amount of the United States of America related drawing and in immediately available fundscosts and expenses. Each unreimbursed drawing Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section 3.5 to reimburse the Issuing Lender for any draft paid under any a Letter of Credit is absolute and unconditional and shall constitute a request not be affected by the Borrowersany circumstance whatsoever, subject to the provisions of Section 2.1, to the Administrative Agent for ABR Loans in the amount of such drawing. The borrowing date with respect to any such ABR Loans shall be the date including non-satisfaction 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 pays a draft, interest shall be payable on any and all amounts remaining unpaid by the Borrowers under this subsection from the date of payment of the applicable draft to but excluding the date of payment conditions set forth in full thereof, (xSection 2.3(a) 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 ABR Loans at such time and (y) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%or Article 7.

Reimbursement Obligation of the Borrowers. If In the event of any draft shall be presented for payment 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 shall notify the Borrowers and the Administrative Agent of the date and the amount thereof. The Borrowers agree to reimburse the Issuing Lender (whether with their own funds or with proceeds of the Loans) on each date on which the such Issuing Lender pays notifies the applicable Borrower of the date and amount of a draft so presented 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 taxes, fees, charges or other costs or expenses amounts referred to in Section 3.3(c) incurred by the 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 payment shall be made to the Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Each unreimbursed drawing any draft paid under any a Letter of Credit issued by it is absolute and unconditional and shall constitute 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 request by the Borrowers, subject Borrower has elected to the provisions of Section 2.1, to the Administrative Agent for ABR Loans in pay the amount of such drawing. The borrowing date drawing with respect funds from other sources and shall fail to any reimburse such ABR Loans shall be Issuing Lender as provided above, the date of the remittance by the Issuing Bank of the proceeds unreimbursed amount of such drawing. If ABR Loans are not available on the date when the Issuing Lender pays a draft, drawing shall bear interest shall be payable on any and all amounts remaining unpaid by the Borrowers under this subsection from the date of 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 ABR any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at such time and (ystated maturity, by acceleration or otherwise) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%until payment in full.

Reimbursement Obligation of the Borrowers. If In the event of any draft shall be presented for payment drawing under any Letter of Credit, the 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 in same day funds (whether either with their own funds the proceeds of a Revolving Credit Loan as provided for in this Section 3.5 or with proceeds of the Loansfunds from other sources) on each date on which the Issuing Lender pays notifies the Company of the date and amount of a draft so presented paid under any Letter of Credit for Credit. The amount of the Reimbursement Obligation shall equal the amount of (ia) such draft so paid and (iib) any taxes, fees, charges or other costs or expenses amounts referred to in Section 3.3(c) incurred by the Issuing Lender in connection with such payment. Each such payment Unless the Borrowers shall be made to immediately notify the Issuing Lender at its address that the Borrowers intend to reimburse the Issuing Lender for notices specified herein in lawful money such drawing from other sources or funds, the Borrowers shall be deemed to have timely given a Notice of the United States of America and in immediately available funds. Each unreimbursed drawing under any Letter of Credit shall constitute a request by the Borrowers, subject to the provisions of Section 2.1, Borrowing to the Administrative Agent for ABR Loans requesting that the Lenders make a Revolving Credit Loan bearing interest at the Base Rate on such date in the amount of (a) such drawing. The borrowing date with respect draft so paid and (b) any amounts referred to any such ABR Loans shall be the date of the remittance in Section 3.3(c) incurred by the Issuing Bank of Lender in connection with such payment, and the Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of such drawing. If ABR Loans are not available on the date when which shall be applied to reimburse the Issuing Lender pays for the amount of the related drawing and costs and expenses. Each Lender acknowledges and agrees that its obligation to fund a draftRevolving Credit Loan in accordance with this Section 3.5 to reimburse the Issuing Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, interest shall be payable on any and all amounts remaining unpaid by including, without limitation, non-satisfaction of the conditions set forth in this Agreement. If the Borrowers under this subsection elect to pay the amount of such drawing with funds from other sources and fail to reimburse the date Issuing Lender as provided above, the unreimbursed amount of 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, such drawing shall bear interest at the rate which would be payable on ABR any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at such time and (ystated maturity, by acceleration or otherwise) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%until payment in full.

Reimbursement Obligation of the Borrowers. If In the event of any draft shall be presented for payment drawing under any Letter of Credit, the Issuing Lender shall notify the Borrowers and the Administrative Agent of the date and the amount thereof. The Borrowers agree to reimburse (either with the proceeds of a Revolving Loan as provided for in this Section or with funds from other sources), in same day funds, the Issuing Lender (whether with their own funds or with proceeds of on the Loans) on each next Business Day following the date on which the Issuing Lender pays notifies the Borrowers of the date and amount of a draft so presented paid 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 the Issuing Lender in connection with such payment. Unless the Borrowers shall immediately notify the Issuing Lender that the Borrowers intend to reimburse the Issuing Lender for such drawing from other sources or funds, the Borrowers shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Lenders make a Revolving Loan bearing interest at the Base Rate on such date in the amount of (i) such draft so paid and (ii) any taxes, fees, charges or other costs or expenses amounts referred to in Section 3.3(c) incurred by the Issuing Lender in connection with such payment. Each , and the Revolving Lenders shall make a Loan bearing interest at such payment rate in such amount, the proceeds of which shall be made applied to reimburse the Issuing Lender at its address for notices specified herein in lawful money the amount of the United States of America related drawing and in immediately available fundscosts and expenses. Each unreimbursed drawing Revolving Lender acknowledges and agrees that its obligation to fund a Revolving Loan in accordance with this Section to reimburse the Issuing Lender for any draft paid under any a Letter of Credit is absolute and unconditional and shall constitute a request not be affected by any circumstance whatsoever, including, without limitation, non‑satisfaction of the Borrowers, subject conditions set forth in Section 2.4 or ARTICLE IV. If the Borrowers have elected to the provisions of Section 2.1, to the Administrative Agent for ABR Loans in pay the amount of such drawing. The borrowing date drawing with respect funds from other sources and shall fail to any such ABR Loans shall 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 reimburse the Issuing Lender pays a draftas provided above, the unreimbursed amount of such drawing shall bear interest shall be payable on any and all amounts remaining unpaid by the Borrowers under this subsection from the date of 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 ABR any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at such time and (ystated maturity, by acceleration or otherwise) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%until payment in full.

Reimbursement Obligation of the Borrowers. If any draft shall be presented for payment under any Letter of Credit, the Issuing Lender shall notify the Borrowers and the Administrative Agent of the date and the amount thereof. The Borrowers agree to reimburse each Issuing Lender, by the Issuing Lender (whether with their own funds or with proceeds of next Business Day following the Loans) on each date on which the such Issuing Lender pays a draft so presented under any Letter notifies the Borrower of Credit the date and amount of an L/C Disbursement made by such Issuing Lender, for the amount of (ia) such draft so paid L/C Disbursement and (iib) any taxes, fees, charges or other costs or expenses incurred by the 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”). Each such payment shall be made to the such Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Each unreimbursed Interest shall be payable on each Payment Amount from the date of the applicable drawing under 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 Letter Borrower fails to so reimburse such Issuing Lender, such Borrower shall be deemed to have requested a borrowing pursuant to Section 2.05 of Credit shall constitute a request by the Borrowers, subject to the provisions of Section 2.1, to the Administrative Agent for ABR Base Rate Loans in the amount of such drawingL/C Disbursement, the making of any such borrowing to be subject to the conditions set forth in Section 5.02 (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. The borrowing date Borrowing Date with respect to any such ABR Loans borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 2.05, if the remittance by the Issuing Bank of the proceeds Administrative Agent had received a notice of such drawing. If ABR Loans are not available on borrowing at the date when time the Administrative Agent receives notice from the relevant Issuing Lender pays a draft, interest shall be payable on any and all amounts remaining unpaid by the Borrowers of such drawing under this subsection from the date such Letter of 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 ABR Loans at such time and (y) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%Credit.

Reimbursement Obligation of the Borrowers. If any draft shall be presented for payment under any Letter of Credit, the Issuing Lender shall notify the Borrowers and the Administrative Agent of the date and the amount thereof. The Borrowers agree to reimburse each Issuing Lender, by the Issuing Lender (whether with their own funds or with proceeds of next Business Day following the Loans) on each date on which the such Issuing Lender pays a draft so presented under any Letter notifies the Borrower of Credit the date and amount of an L/C Disbursement made by such Issuing Lender, for the amount of (ia) such draft so paid L/C Disbursement and (iib) any taxes, fees, charges or other costs or expenses incurred by the 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”). Each such payment shall be made to the such Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Each unreimbursed Interest shall be payable on each Payment Amount from the date of the applicable drawing under 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 Letter Borrower fails to so reimburse such Issuing Lender, such Borrower shall be deemed to have requested a borrowing pursuant to Section 2.05 of Credit shall constitute a request by the Borrowers, subject to the provisions of Section 2.1, to the Administrative Agent for ABR Base Rate Loans in the amount of such drawingL/C Disbursement, the making of any such borrowing to be subject to the conditions set forth in Section 5.03 (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. The borrowing date Borrowing Date with respect to any such ABR Loans borrowing shall be the first date on which a borrowing of Revolving Credit Loans that are Standby Loans could be made, pursuant to Section 2.05, if the remittance by the Issuing Bank of the proceeds Administrative Agent had received a notice of such drawing. If ABR Loans are not available on borrowing at the date when time the Administrative Agent receives notice from the relevant Issuing Lender pays a draft, interest shall be payable on any and all amounts remaining unpaid by the Borrowers of such drawing under this subsection from the date such Letter of 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 ABR Loans at such time and (y) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%Credit.

Reimbursement Obligation of the Borrowers. If any draft shall be presented for payment under any Letter of Credit, the 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 (whether with their own funds or with proceeds of the Loans) on each date on which the Issuing Lender pays a draft so presented under any Letter of Credit for the amount of (i) such draft so paid and (ii) any taxes, fees, charges or other costs or expenses incurred by 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 resulting ABR Loan, which ABR Loans shall not be subject to the conditions precedent in Section 6.2. The borrowing date with respect to any such ABR Loans shall be the date of the remittance by the Issuing Lender of the proceeds of such drawing. Each such payment shall be made to the Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Each unreimbursed drawing under any Letter of Credit shall constitute a request by the Borrowers, subject to the provisions of Section 2.1, to the Administrative Agent for ABR Loans in the amount of such drawing. The borrowing date with respect to any such ABR Loans shall 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 pays a draft, interest shall be payable on any and all amounts remaining unpaid by the Borrowers under this subsection from the date of 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 ABR Loans at such time and (y) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%.

Reimbursement Obligation of the Borrowers. If any draft shall be presented for payment under any Letter of Credit, the 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 (whether with their own funds or with proceeds of the Loans) on each date on which the Issuing Lender pays notifies the Borrowers of the date and amount of a draft so presented paid under any Letter of Credit for the amount of (ia) such draft so paid or presented purporting to be drawn and (iib) any taxes, fees, charges or other costs or expenses incurred by the Issuing Lender in connection with such payment. Each such payment shall be made to the Issuing Lender at its address for notices specified herein in lawful money Dollars, (except for payments in connection with Alternate Currency Letters of Credit which shall be repaid in the United States of America currency in which such draft was paid) and in immediately available funds. Each unreimbursed drawing under any Letter If the Borrowers fail to timely reimburse the Issuing Lender on the date the Borrowers receive the notice referred to in this Section 3.8, the Borrowers shall be deemed to have timely given a Notice of Credit shall constitute a request by the Borrowers, subject to the provisions of Section 2.1, Borrowing hereunder to the Administrative Agent for ABR Loans requesting the Lenders to make a Base Rate Loan on such date in an amount equal to the amount of such drawing. The borrowing date with respect to any 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 ABR Loans shall be the date of the remittance by the Issuing Bank of amount, the proceeds of such drawing. If ABR Loans are not available on the date when which shall be applied to reimburse the Issuing Lender pays a draftfor the amount of the related drawing and costs and expenses; provided, interest shall be payable on any and all however, that absent an Event of Default, the Borrowers may elect to convert amounts remaining unpaid by the Borrowers (i) under this subsection from the date any Letter of payment of the applicable draft Credit denominated in Dollars to but excluding the date of payment in full thereofBase Rate Loans, (x) for the period commencing on the date of payment of the applicable draft to the date which is 3 days thereafterLIBO Market Index Rate Loans, at the rate which would be payable on ABR Loans at such time or LIBOR Rate Loans, and (yii) thereafterany Letter of Credit denominated in any Alternate Currency to Eurocurrency Loans [or LIBO Market Index Rate Loans], at the rate which would be payable on ABR Loans at such time plus 2%subject to Section 4.2 hereof.

Reimbursement Obligation of the Borrowers. If any draft shall be presented for payment under any Letter of Credit, the Issuing Lender shall notify the Borrowers and the Administrative Agent of the date and the amount thereof. The Borrowers agree Each Borrower agrees to reimburse the Issuing Lender (whether with their own funds or with proceeds of the Loans) on each date on which the Issuing Lender pays notifies the relevant Borrower of the date and amount of a draft so presented under any Letter of Credit and paid by the Issuing Lender for the amount of (ia) such draft so paid and (iib) any taxes, fees, charges or other costs or expenses incurred by the Issuing Lender in connection with such payment; provided that if the Issuing Lender does not notify the relevant Borrower as provided for above earlier than 9:30 a.m., New York City time, on the date such draft is paid then such reimbursement payment may be made the Business Day immediately subsequent to the date such draft is paid. Each such payment shall be made to the Issuing Lender at its address for notices specified herein or as it may otherwise direct in lawful money of the United States of America or in the relevant Optional Currency, as the case maybe, and in immediately available funds. Each unreimbursed drawing under any Letter of Credit shall constitute a request by the Borrowers, subject to the provisions of Section 2.1, to the Administrative Agent for ABR Loans in the amount of such drawing. The borrowing date with respect to any such ABR Loans shall 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 pays a draft, interest Interest shall be payable on any and all amounts remaining unpaid by the Borrowers relevant Borrower under this subsection Article III from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the rate set forth in Section 2.15(d); provided that if the Issuing Lender does not notify the relevant Borrower as provided for above earlier than 9:30 a.m., New York City time, on the date such draft is paid, then for such day (and until the next Business Day) all amounts remaining unpaid in respect of payment such notice shall bear interest the rate set forth in Section 2.15(d). Each drawing under any Letter of Credit shall (unless an event of the applicable draft type described in clause (i) or (ii) of Section 8(f) shall have occurred and be continuing with respect to but excluding the relevant 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 to the Administrative Agent for a borrowing pursuant to Section 2.5 of ABR Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be 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 ABR Loans at such time and (y) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%drawing.

Reimbursement Obligation of the Borrowers. If any draft shall be presented for payment under any Letter of Credit, the Each Borrower agrees to reimburse each Issuing Lender shall notify the Borrowers and through the Administrative Agent on the Business Day next succeeding the Business Day on which such Issuing Lender notifies such Borrower of the date and the amount thereof. The Borrowers agree to reimburse the Issuing Lender (whether with their own funds or with proceeds of the Loans) on each date on which the Issuing Lender pays a draft so presented under any Letter of Credit and paid by such Issuing Lender for the amount of (ia) such draft so paid and (iib) any taxes, fees, charges or other costs or expenses incurred by the such Issuing Lender in connection with such paymentpayment other than Excluded Taxes. Each such payment shall be made to the Issuing Lender Administrative Agent at its address for notices specified referred to herein in lawful money of the United States of America 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 that it will require reimbursement in Dollars or (y) in the absence of any such requirement that such Borrower 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 in Dollars; provided that, in the case of any such reimbursement in Dollars of any Letter or Credit denominated in a Foreign Currency, the applicable 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 of the payment of the draft presented under such Letter of Credit by such Issuing Lender with respect to the amount of the drawing in the Foreign Currency promptly following the determination thereof. Each unreimbursed drawing If the applicable Borrower does not reimburse the applicable Issuing Lender for any draft paid by such Issuing Lender under any Letter of Credit shall constitute issued by such Issuing Lender in a request by Foreign Currency on the Borrowers, subject date required pursuant to the provisions first sentence of this Section 2.12.9, such Issuing Lender shall convert such Reimbursement Obligation into Dollars at the rate of exchange then available to such Issuing Lender in the Administrative Agent 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 such Issuing Lender in Dollars for ABR Loans such Reimbursement Obligation (in the amount of such drawingso converted). The borrowing date with respect Subject to any such ABR Loans shall 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 pays a draftnext succeeding sentence, interest shall be payable on any and all such amounts remaining unpaid by the Borrowers under this subsection from the date of on which the relevant draft is paid until payment of in full at the applicable draft to but excluding 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 thereof, (x) for the period commencing on the date of payment of the applicable draft or conversion to the date which is 3 days thereafter, Dollars as provided herein at the rate which would be payable on ABR Loans at determined by the applicable Issuing Lender as its cost of funding such time and (y) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%payment.

Reimbursement Obligation of the Borrowers. If any draft shall be presented for payment under any Letter of Credit, the Each Borrower agrees to reimburse each 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 (whether with their own funds or with proceeds of the Loans) on each date on which the such Issuing Lender pays notifies such Borrower of the date and amount of a draft so presented under any Letter of Credit issued for such Borrower's account and paid by such Issuing Lender for the amount of (ia) such draft so paid and (iib) any taxes, fees, charges or other costs or expenses incurred by the 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"). Each such payment shall be made to the such Issuing Lender 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 6.8(b) and (ii) thereafter, Section 6.8(c). Each unreimbursed drawing under any Letter of Credit shall (unless an event of the type described in Section 11(g), (h) or (i) shall have occurred and be continuing with respect to the Borrower for whose account such Letter of Credit was issued, in which case the procedures specified in Section 5.4 for funding by L/C Participants shall apply) constitute a request by the Borrowers, subject to the provisions of Section 2.1, such Borrower to the Administrative Agent for ABR a borrowing pursuant to Section 4.2 of Base Rate Loans in the amount of such drawing. The borrowing date Borrowing Date with respect to any such ABR Loans borrowing shall be the first date on which a borrowing of Multicurrency Loans could be made, pursuant to Section 4.2, if the remittance by the Issuing Bank of the proceeds Administrative Agent had received a notice of such drawing. If ABR Loans are not available on borrowing at the date when time the Administrative Agent receives notice from the relevant Issuing Lender pays a draft, interest shall be payable on any and all amounts remaining unpaid by the Borrowers of such drawing under this subsection from the date such Letter of 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 ABR Loans at such time and (y) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%Credit.

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

Reimbursement Obligation of the Borrowers. If any draft shall be presented for payment under any Letter of Credit, In order to induce the Issuing Lender shall notify to issue and extend each Letter of Credit and the Revolving Credit Lenders to participate therein, the Borrowers and the Administrative Agent of the date and the amount thereof. The 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 (whether with their own funds or with proceeds of the Loans) c), on each date on which the Issuing Lender pays a that any draft so presented under any Letter of Credit for is honored by the amount of 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 draft so paid Letter of Credit, and (ii) the amount of any taxes, fees, charges or other costs or and expenses whatsoever incurred by the Issuing Lender or any Revolving Credit Lender in connection with any payment made by the Issuing Lender or any Revolving Credit Lender under, or with respect to, such paymentLetter 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 sum; and upon the reduction (but not termination) of the Total Revolving Credit Commitment to an amount less than the Maximum Drawing Amount, an amount equal to such difference, which amount shall be held by the Administrative Agent for the benefit of the Revolving Credit Lenders and the Issuing Lender as cash collateral for all Reimbursement Obligations; and upon the Revolving Credit Maturity Date, or upon the termination of the Total Revolving Credit Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with 13, an amount equal to the Maximum Drawing Amount of all Letters of Credit, which amount shall be held by the Administrative Agent for the benefit of the Issuing Lender as cash collateral for all Reimbursement Obligations. Each such payment shall be made to the Issuing Lender Administrative Agent at its address for notices specified herein in lawful money of the United States of America and Administrative Agent's Office in immediately available funds. Each unreimbursed drawing under any Letter of Credit shall constitute a request by the Borrowers, subject to the provisions of Section 2.1, to the Administrative Agent for ABR Loans in the amount of such drawing. The borrowing date with respect to any such ABR Loans shall 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 pays a draft, interest shall be payable Interest on any and all amounts remaining unpaid by the Borrowers under this subsection 3.2 at any time from the date of payment of the applicable draft to but excluding the date of such amounts become due and payable (whether as stated in this 3.2, by acceleration or otherwise) until payment in full thereof, (xwhether before or after judgment) for the period commencing on the date of payment of the applicable draft shall be payable to the date which is 3 days thereafter, Administrative Agent on demand at the rate which would be payable specified in 5.6 for overdue principal on ABR Loans at such time and (y) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%Loans.

Reimbursement Obligation of the Borrowers. If In the event of any draft shall be presented for payment drawing under any Letter of Credit, the Issuing Lender shall notify the Borrowers and the Administrative Agent of the date and the amount thereof. The 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 Issuing Lender (whether with their own funds or with proceeds of the Loans) on each date on which the Issuing Lender pays notifies the Domestic Borrower, on behalf of itself or the Canadian Borrower, of the date and amount of a draft so presented paid under any Letter of Credit for the amount of (ia) such draft so paid and (iib) any taxes, fees, charges or other costs or expenses amounts referred to in Section 3.3(c) incurred by the Issuing Lender in connection with such payment. Each such payment Unless the Domestic Borrower, on behalf of itself or the Canadian Borrower, shall be made to immediately notify the Issuing Lender that the applicable Borrower intends to reimburse the Issuing Lender for such drawing from other sources or funds, 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 Lenders make a Revolving Credit Loan funded in Dollars bearing interest at its address for notices specified herein the Base Rate on such date in lawful money the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by the United States Issuing Lender in connection with such payment (including, without limitation, any and all costs, fees and other expenses incurred by the Issuing Lender in effecting the payment of America and in immediately available funds. Each unreimbursed drawing under any Letter of Credit denominated in an Alternative Currency), and the Lenders shall constitute make a request Revolving Credit Loan funded in Dollars bearing interest at the Base Rate 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. Each Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section 3.5 to reimburse the Issuing Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the Borrowers, subject conditions set forth in Section 2.4 or Article VI. If the applicable Borrower has elected to the provisions of Section 2.1, to the Administrative Agent for ABR Loans in pay the amount of such drawing. The borrowing date drawing with respect funds from other sources and shall fail to any such ABR Loans shall 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 reimburse the Issuing Lender pays a draftas provided above, the unreimbursed amount of such drawing shall bear interest shall be payable on any and all amounts remaining unpaid by the Borrowers under this subsection from the date of 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 ABR any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at such time and (ystated maturity, by acceleration or otherwise) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%until payment in full.

Reimbursement Obligation of the Borrowers. If any draft shall be presented for payment under any Letter of Credit, the Issuing Lender shall notify the Borrowers and the Administrative Agent of the date and the amount thereof. The Borrowers agree Each Borrower agrees to reimburse the Issuing Lender (whether with their own funds or with proceeds of the Loans) on each date on which the Issuing Lender pays notifies the relevant Borrower of the date and amount of a draft so presented under any Letter of Credit and paid by the Issuing Lender for the amount of (ia) such draft so paid and (iib) any taxes, fees, charges or other costs or expenses incurred by the Issuing Lender in connection with such payment; provided that if the Issuing Lender does not notify the relevant Borrower as provided for above earlier than 9:30 A.M. (New York City time) on the date such draft is paid then such reimbursement payment may be made the Business Day immediately subsequent to the date such draft is paid. Each such payment shall be made to the Issuing Lender at its address for notices specified herein or as it may otherwise direct in lawful money of the United States of America or in the relevant Optional Currency, as the case maybe, and in immediately available funds. Each unreimbursed drawing under any Letter of Credit shall constitute a request by the Borrowers, subject to the provisions of Section 2.1, to the Administrative Agent for ABR Loans in the amount of such drawing. The borrowing date with respect to any such ABR Loans shall 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 pays a draft, interest Interest shall be payable on any and all amounts remaining unpaid by the Borrowers relevant Borrower under this subsection Article III from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the rate set forth in Section 2.15(c); provided that if the Issuing Lender does not notify the relevant Borrower as provided for above earlier than 9:30 A.M. (New York City time) on the date such draft is paid, then for such day (and until the next Business Day) all amounts remaining unpaid in respect of payment such notice shall bear interest the rate set forth in Section 2.15(c). Each drawing under any Letter of Credit shall (unless an event of the applicable draft type described in clause (i) or (ii) of Section 8(f) shall have occurred and be continuing with respect to but excluding the relevant 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 to the Administrative Agent for a borrowing pursuant to Section 2.5 of ABR Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be 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 ABR Loans at such time and (y) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%drawing.

Reimbursement Obligation of the Borrowers. If any draft shall be presented for payment under any Letter of Credit, the 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 (whether with their own funds or with proceeds of the Loans) on each date on which the Issuing Lender pays notifies the Borrowers of the date and amount of a draft so presented paid under any Letter of Credit for the amount of (ia) such draft so paid or presented purporting to be drawn and (iib) any taxes, fees, charges or other costs or expenses incurred by the Issuing Lender in connection with such payment. Each such payment shall be made to the Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Each unreimbursed drawing under any Letter of Credit shall constitute a request by the Borrowers, subject to the provisions of Section 2.1, to the Administrative Agent for ABR Loans in the amount of such drawing. The borrowing date with respect to any such ABR Loans shall 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 pays a draft, interest Interest shall be payable on any and all amounts remaining unpaid by the Borrowers under this subsection Article III from the date such amounts are paid under the Letter of payment of the applicable draft to but excluding the date of Credit (whether at stated maturity, by acceleration or otherwise) until 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 ABR any outstanding Base Rate Loans at 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 3.7, 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 time date in an amount equal to the amount of such drawing and, regardless of whether or not the conditions precedent specified in Article V hereof 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 (y) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%costs and expenses.

Reimbursement Obligation of the Borrowers. If In consideration for the 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 draft shall be presented for 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 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 (whether with their own funds or with proceeds of the Loansb) on each date on which the Issuing Lender pays a draft so presented under any Letter of Credit for the amount of (i) such draft so paid and (ii) any taxes, fees, charges or other costs or and expenses whatsoever reasonably incurred by the Issuing Bank or Administrative Agent or any Lender (without duplication of any amounts paid by the Borrowers pursuant to Section 6.3, and other than Excluded Taxes) in connection with any payment made by the Issuing Bank, Administrative Agent or any Lender under, or with respect to, such paymentExisting 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 made through the automatic funding of a Revolving Loan bearing interest at the Base Rate applicable 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) the excess of the Revolving Exposure over the Revolving Credit Limit, and (ii) such Maximum Drawing Amount, 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, and upon the reduction of the Revolving Credit Limit to zero, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit issued for the account of the 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 Issuing Lender Administrative Agent at its address for notices specified herein in lawful money of the United States of America and Administrative Agent’s Office in immediately available funds. Each unreimbursed drawing under any Letter of Credit shall constitute a request by the Borrowers, subject to the provisions of Section 2.1, to the Administrative Agent for ABR Loans in the amount of such drawing. The borrowing date with respect to any such ABR Loans shall 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 pays a draft, interest shall be payable Interest on any and all amounts remaining unpaid by the Borrowers under this subsection Section at any time from the date of payment of the applicable draft to but excluding the date of such amounts become due and payable (whether as stated in this Section, by acceleration or otherwise) until payment in full thereof, (xwhether before or after judgment) for the period commencing on the date of payment of the applicable draft shall be payable to the date which is 3 days thereafter, Administrative Agent on demand and shall accrue interest at the rate which would be payable on ABR Loans at such time and (y) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%Default Rate.

Reimbursement Obligation of the Borrowers. If any draft shall be presented for payment under any Letter (a) Each Borrower hereby agrees to reimburse each Issuing Lender, upon receipt by such Borrower of Credit, notice from the applicable 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 (whether with their own funds or with proceeds of the Loans) on each date on which the Issuing Lender pays a draft so presented under any Letter of Credit issued on its behalf and paid by such Issuing Lender, for the amount of (i) such draft so paid and (ii) any taxes, fees, charges or other costs or expenses reasonably incurred by the such Issuing Lender in connection with such payment. Each such payment shall be made to the applicable Issuing Lender Lender, at its address for notices specified herein in lawful money 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 United States date of America 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. Each unreimbursed drawing under 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 constitute 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 request by Borrower or any Revolving Credit Lender, the Borrowers, subject applicable Issuing Lender shall provide to such Borrower or Revolving Credit Lender a certificate including reasonably detailed information as to the provisions of Section 2.1, to the Administrative Agent for ABR Loans in the amount calculation of such drawing. The borrowing date with respect to any such ABR Loans shall 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 pays a draft, interest shall be payable on any and all amounts remaining unpaid by the Borrowers under this subsection from the date of 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 ABR Loans at such time and (y) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%conversion.

Reimbursement Obligation of the Borrowers. If any draft shall be presented for payment under any Letter of Credit, the Issuing Lender shall notify the Borrowers and the Administrative Agent of the date and the amount thereof. The Borrowers agree Each Borrower agrees to reimburse the Issuing Lender (whether with their own funds or with proceeds of the Loans) Lender, on each date on which the Issuing Lender pays notifies such Borrower of the date and amount of a draft so presented under any Letter of Credit issued for the account of such Borrower and paid by the Issuing Lender, for the amount of (ia) such draft so paid and (iib) any taxes, fees, charges or other costs or expenses incurred by 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”). Each such payment shall be made to the Issuing Lender at its address for notices specified herein in lawful money of the United States of America 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. Each unreimbursed 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 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 Borrowers, subject to the provisions of Section 2.1, relevant Borrower to the Administrative Agent for ABR a borrowing pursuant to Section 2.5 of Base Rate Loans (or, at the option of the 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 Borrowing Date with respect to any such ABR Loans borrowing shall be the first date on which a borrowing of Revolving Credit Loans (or, if applicable, Swing Line Loans) could be made, pursuant to Section 2.5 (or, if applicable, Section 2.7), if the remittance by the Issuing Bank of the proceeds Administrative Agent had received a notice of such drawing. If ABR Loans are not available on borrowing at the date when time the Administrative Agent receives notice from the Issuing Lender pays a draft, interest shall be payable on any and all amounts remaining unpaid by the Borrowers of such drawing under this subsection from the date such Letter of 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 ABR Loans at such time and (y) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%Credit.

Reimbursement Obligation of the Borrowers. If any draft shall be presented for payment under any Letter of CreditUnless the Borrowers are entitled to obtain a Revolving Loan in such amount on such date, the 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 (whether with their own funds or with proceeds of the Loans) on each date on which the Issuing Lender pays notifies the Borrowers of the date and amount of a draft so presented paid under any Letter of Credit for the amount of (ia) such draft so properly paid and (iib) any taxes, fees, charges or other costs or expenses incurred by the Issuing Lender in connection with such payment. Each So long as Wachovia is the Issuing Lender, each such payment shall be made at the Agent's Office. If Wachovia is not the Issuing Lender, each such payment shall be made to the Issuing Lender at its address for notices specified herein herein. In any case, each such payment shall be made in lawful money of the United States of America and in immediately available funds. Each unreimbursed drawing under any Letter of Credit shall constitute a request by the Borrowers, subject to the provisions of Section 2.1, to the Administrative Agent for ABR Loans in the amount of such drawing. The borrowing date with respect to any such ABR Loans shall 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 pays a draft, interest Interest shall be payable on any and all amounts remaining unpaid by the Borrowers under this subsection ARTICLE III from the date of payment of the applicable draft to but excluding the date of such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full thereofat the rate that is provided for in the Letter of Credit Agreement. Unless the Borrowers have otherwise previously reimbursed the Issuing Lender, (x) for the period commencing then on the date of payment on which the Issuing Lender notifies the Borrowers of the applicable 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 is 3 days thereafter, at shall be applied to reimburse the rate which would be payable on ABR Loans at such time Issuing Lender for the amount of the related drawing and (y) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%costs and expenses.

Reimbursement Obligation of the Borrowers. If any draft shall be presented for payment under any Letter of Credit, the 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 (whether with their own funds or with proceeds of the Loans) on each date on which the Issuing Lender pays notifies the Borrowers of the date and amount of a draft so presented paid under any Letter of Credit for the amount of (ia) such draft so paid or presented purporting to be drawn and (iib) any taxes, fees, charges or other costs or expenses incurred by the Issuing Lender in connection with such payment. Each such payment shall be made to the Issuing Lender at its address for notices specified herein in lawful money Dollars, (except for payments in connection with Alternate Currency Letters of Credit which shall be repaid in the United States of America currency in which such draft was paid) and in immediately available funds. Each unreimbursed drawing under any Letter If the Borrowers fail to timely reimburse the Issuing Lender on the date the Borrowers receive the notice referred to in this Section 3.8, the Borrowers shall be deemed to have timely given a Notice of Credit shall constitute a request by the Borrowers, subject to the provisions of Section 2.1, Borrowing hereunder to the Administrative Agent for ABR Loans requesting the Lenders to make a Base Rate Loan on such date in an amount equal to the amount of such drawing. The borrowing date with respect to any 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 ABR Loans shall be the date of the remittance by the Issuing Bank of amount, the proceeds of such drawing. If ABR Loans are not available on the date when which shall be applied to reimburse the Issuing Lender pays a draftfor the amount of the related drawing and costs and expenses; provided, interest shall be payable on any and all however, that absent an Event of Default, the Borrowers may elect to convert amounts remaining unpaid by the Borrowers (i) under this subsection from the date any Letter of payment of the applicable draft Credit denominated in Dollars to but excluding the date of payment in full thereofBase Rate Loans, (x) for the period commencing on the date of payment of the applicable draft to the date which is 3 days thereafterDaily One Month LIBOR Loans, at the rate which would be payable on ABR Loans at such time or LIBOR Rate Loans, and (yii) thereafterany Letter of Credit denominated in any Alternate Currency to Eurocurrency Loans or Daily One Month LIBOR Loans, at the rate which would be payable on ABR Loans at such time plus 2%subject to Section 4.2 hereof.

Reimbursement Obligation of the Borrowers. If In the event of any draft shall be presented for payment drawing under any Letter of Credit, the Issuing Lender shall notify the Borrowers and the Administrative Agent of the date and the amount thereof. The 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 Issuing Lender (whether with their own funds or with proceeds of the Loans) on each date on which the Issuing Lender pays notifies the Borrowers of the date and amount of a draft so presented paid under any Letter of Credit for the amount of (ia) such draft so paid and (iib) any taxes, fees, charges or other costs or expenses amounts referred to in Section 3.3(c) incurred by the Issuing Lender in connection with such payment. Each such payment Unless the Borrowers shall be made to immediately notify the Issuing Lender at its address that the Borrowers intend to reimburse the Issuing Lender for notices specified herein in lawful money such drawing from other sources or funds, the Borrowers shall be deemed to have timely given a Notice of the United States of America and in immediately available funds. Each unreimbursed drawing under any Letter of Credit shall constitute a request by the Borrowers, subject to the provisions of Section 2.1, Borrowing to the Administrative Agent for ABR Loans requesting that the Lenders make a Revolving Credit Loan bearing interest at the Base Rate on such date in the amount of (a) such drawing. The borrowing date with respect draft so paid and (b) an amounts referred to any such ABR Loans shall be the date of the remittance in Section 3.3(c) incurred by the Issuing Bank of Lender in connection with such payment, and the Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of such drawing. If ABR Loans are not available on the date when which shall be applied to reimburse the Issuing Lender pays for the amount of the related drawing and costs and expenses. Each Lender acknowledges and agrees that its obligation to fund a draftRevolving Credit Loan in accordance with this Section 3.5 to reimburse the Issuing Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, interest shall be payable on any and all amounts remaining unpaid by including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If the Borrowers under this subsection have elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the date Issuing Lender as provided above, the unreimbursed amount of 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, such drawing shall bear interest at the rate which would be payable on ABR any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at such time and (ystated maturity, by acceleration or otherwise) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%until payment is full.

Reimbursement Obligation of the Borrowers. If any draft shall be presented for payment under any Letter of CreditEach Borrower agrees to reimburse each Issuing Lender, on the next Business Day after each date on which such Issuing Lender shall notify the Borrowers and the Administrative Agent notifies such Borrower of the date and the amount thereof. The Borrowers agree to reimburse the Issuing Lender (whether with their own funds or with proceeds of the Loans) on each date on which the Issuing Lender pays a draft so presented under any Letter of Credit issued for such Borrower's account and paid by such Issuing Lender, for the amount of (ia) such draft so paid and (iib) any taxes, fees, charges or other costs or expenses incurred by the 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"). Each such payment shall be made to the such Issuing Lender 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 unreimbursed 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 the Borrowers, subject to the provisions of Section 2.1, such Borrower to the Administrative Agent for ABR a borrowing pursuant to Section 2.5 of Base Rate Loans (or, in the case of the Primary Borrower, at the option of the 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 Borrowing Date with respect to any such ABR Loans borrowing shall be the first date on which a borrowing of Revolving Credit Loans (or, if applicable, Swing Line Loans) could be made, pursuant to Section 2.5 (or, if applicable, Section 2.7), if the remittance by the Issuing Bank of the proceeds Administrative Agent had received a notice of such drawing. If ABR Loans are not available on borrowing at the date when time the Administrative Agent receives notice from the relevant Issuing Lender pays a draft, interest shall be payable on any and all amounts remaining unpaid by the Borrowers of such drawing under this subsection from the date such Letter of 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 ABR Loans at such time and (y) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%Credit.

Reimbursement Obligation of the Borrowers. If In the event of any draft shall be presented for payment 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 shall notify the Borrowers and the Administrative Agent of the date and the amount thereof. The Borrowers agree to reimburse the Issuing Lender (whether with their own funds or with proceeds of the Loans) on each date on which the such Issuing Lender pays notifies the applicable Borrower of the date and amount of a draft so presented 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 taxes, fees, charges or other costs or expenses amounts referred to in Section 3.3(c) incurred by the 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 payment shall be made to the Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Each unreimbursed drawing any draft paid under any a Letter of Credit issued by it is absolute and unconditional and shall constitute 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 request by the Borrowers, subject Borrower has elected to the provisions of Section 2.1, to the Administrative Agent for ABR Loans in pay the amount of such drawing. The borrowing date drawing with respect funds from other sources and shall fail to any reimburse such ABR Loans shall be Issuing Lender as provided above, the date of the remittance by the Issuing Bank of the proceeds unreimbursed amount of such drawing. If ABR Loans are not available on the date when the Issuing Lender pays a draft, drawing shall bear interest shall be payable on any and all amounts remaining unpaid by the Borrowers under this subsection from the date of 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 ABR any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at such time and (ystated maturity, by acceleration or otherwise) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%until payment in full.

Reimbursement Obligation of the Borrowers. If any draft shall be presented for payment under any Letter of Credit, the 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 (whether with their own funds or with proceeds of the Loans) on each date on which the Issuing Lender pays notifies the Borrowers of the date and amount of a draft so presented paid under any Letter of Credit for the amount of (ia) such draft so paid and (iib) any taxes, fees, charges or other costs or expenses incurred by the Issuing Lender in connection with such payment. Each such payment shall be made to the Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Each unreimbursed drawing under any Letter of Credit shall constitute a request by the Borrowers, subject to the provisions of Section 2.1, to the Administrative Agent for ABR Loans in the amount of such drawing. The borrowing date with respect to any such ABR Loans shall 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 pays a draft, interest Interest shall be payable on any and all amounts remaining unpaid by the Borrowers under this subsection Article III from the date of payment of the applicable draft to but excluding the date of such amounts become payable (whether at stated maturity, by acceleration or otherwise) until 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 ABR any outstanding Base Rate Loans at 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 time 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 (y) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%costs and expenses.

Reimbursement Obligation of the Borrowers. If In the event of any draft shall be presented for payment drawing under any Letter of Credit, the Issuing Lender shall notify Borrowers, jointly and severally, agree to reimburse (either with the Borrowers 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 date and the amount thereof. The Borrowers agree to reimburse the Issuing Lender (whether with their own funds remaining outstanding L/C Obligations) or with proceeds of funds from other sources), in same day funds, the Loans) Administrative Agent on each date on which the Issuing Lender pays Administrative Agent notifies the Administrative Borrower of the date and amount of a draft so presented paid under any Letter of Credit for the amount of (ia) such draft so paid and (iib) any taxes, fees, charges or other costs or expenses amounts referred to in Section 3.3(c) incurred by the such Issuing Lender Bank in connection with such payment. Each Unless the Administrative Borrower shall immediately notify the Administrative Agent that the Borrowers intend to reimburse such payment drawing from other sources or funds, the Administrative Borrower shall be made deemed to the Issuing Lender at its address for notices specified herein in lawful money have timely given a Notice of the United States of America and in immediately available funds. Each unreimbursed drawing under any Letter of Credit shall constitute a request by the Borrowers, subject to the provisions of Section 2.1, Borrowing to the Administrative Agent for ABR Loans requesting that the Lenders make a Revolving Credit Loan bearing interest at the Base Rate on such date in the amount of (a) such drawing. The borrowing date with respect draft so paid and (b) any amounts referred to any in Section 3.3(c) incurred by such ABR Loans shall be the date of the remittance by the Issuing Bank of in connection with such payment, and the 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 the Administrative Agent for the amount of the related drawing and costs and expenses. Each Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such drawingIssuing Bank for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If ABR Loans are not available on the date when the Issuing Lender pays a draft, interest shall be payable on any and all amounts remaining unpaid by the Borrowers under this subsection have elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Bank as provided above, the date unreimbursed amount of 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, such drawing shall bear interest at the rate which would be payable on ABR any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at such time and (ystated maturity, by acceleration or otherwise) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%until payment in full.

Reimbursement Obligation of the Borrowers. If The relevant Borrower agrees to reimburse any draft shall be presented for payment under any Letter of Credit, the Issuing Lender shall notify on the Borrowers and Business Day next succeeding the Administrative Agent Business Day on which such Issuing Lender notifies the such Borrower of the date and the amount thereof. The Borrowers agree to reimburse the Issuing Lender (whether with their own funds or with proceeds of the Loans) on each date on which the Issuing Lender pays a draft so presented under any Letter of Credit and paid by such Issuing Lender for the amount of (ia) such draft so paid and (iib) any taxesTaxes, fees, charges or other costs or expenses incurred by the such Issuing Lender in connection with such payment. Each such payment shall be made to the applicable Issuing Lender at its address for notices specified herein in lawful money of the United States of America Dollars and in immediately available funds. Interest shall be 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 unreimbursed drawing under any Letter of Credit shall (unless an event of the type described in subsection 9(c) or (h) shall have 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 request by the Borrowers, subject to the provisions of Section 2.1, thesuch Borrower to the Administrative Agent for a borrowing pursuant to subsection 2.2 of ABR Loans in the amount of such drawingdrawing (and the minimum borrowing amount in such subsection shall not apply to such borrowing). The borrowing date Borrowing Date with respect to any such ABR Loans borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to subsection 2.2, if the remittance by the Issuing Bank of the proceeds Administrative Agent had received a notice of such drawing. If ABR Loans are not available on borrowing at the date when time the Administrative Agent receives notice from the relevant Issuing Lender pays a draft, interest shall be payable on any and all amounts remaining unpaid by the Borrowers of such drawing under this subsection from the date such Letter of 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 ABR Loans at such time and (y) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%Credit.

Reimbursement Obligation of the Borrowers. If In the event of any draft shall be presented for payment drawing under any Letter of Credit, the 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 in same day funds (whether either with their own funds the proceeds of a Revolving Credit Loan as provided for in this Section 3.5 or with proceeds of the Loansfunds from other sources) on each date on which the Issuing Lender pays notifies the Company of the date and amount of a draft so presented paid under any Letter of Credit for Credit. The amount of the Reimbursement Obligation shall equal the amount of (ia) such draft so paid and (iib) any taxes, fees, charges or other costs or expenses amounts referred to in Section 3.3(b) incurred by the Issuing Lender in connection with such payment. Each such payment Unless the Borrowers shall be made to immediately notify the Issuing Lender at its address that the Borrowers intend to reimburse the Issuing Lender for notices specified herein in lawful money such drawing from other sources or funds, the Borrowers shall be deemed to have timely given a Notice of the United States of America and in immediately available funds. Each unreimbursed drawing under any Letter of Credit shall constitute a request by the Borrowers, subject to the provisions of Section 2.1, Borrowing to the Administrative Agent for ABR Loans requesting that the Lenders make a Revolving Credit Loan bearing interest at the Base Rate on such date in the amount of (a) such drawing. The borrowing date with respect draft so paid and (b) any amounts referred to any such ABR Loans shall be the date of the remittance in Section 3.3(b) incurred by the Issuing Bank of Lender in connection with such payment, and the Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of such drawing. If ABR Loans are not available on the date when which shall be applied to reimburse the Issuing Lender pays for the amount of the related drawing and costs and expenses. Each Lender acknowledges and agrees that its obligation to fund a draftRevolving Credit Loan in accordance with this Section 3.5 to reimburse the Issuing Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, interest shall be payable on any and all amounts remaining unpaid by including, without limitation, non-satisfaction of the conditions set forth in this Agreement. If the Borrowers under this subsection elect to pay the amount of such drawing with funds from other sources and fail to reimburse the date Issuing Lender as provided above, the unreimbursed amount of 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, such drawing shall bear interest at the rate which would be payable on ABR any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at such time and (ystated maturity, by acceleration or otherwise) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%until payment in full.

Reimbursement Obligation of the Borrowers. If any draft shall be presented for payment under any Letter of Credit, the Each Borrower agrees to reimburse each Issuing Lender shall notify the Borrowers and through the Administrative Agent on the Business Day next succeeding the Business Day on which such Issuing Lender notifies such Borrower of the date and the amount thereof. The Borrowers agree to reimburse the Issuing Lender (whether with their own funds or with proceeds of the Loans) on each date on which the Issuing Lender pays a draft so presented under any Letter of Credit and paid by such Issuing Lender for the amount of (ia) such draft so paid and (iib) any taxes, fees, charges or other costs or expenses incurred by the such Issuing Lender in connection with such payment. Each such payment shall be made to the Issuing Lender Administrative Agent at its address for notices specified referred to herein in lawful money of the United States of America 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 that it will require reimbursement in Dollars or (y) in the absence of any such requirement that such Borrower 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 in Dollars; provided that, in the case of any such reimbursement in Dollars of any Letter or Credit denominated in a Foreign Currency, the applicable 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 of the payment of the draft presented under such Letter of Credit by the relevant Issuing Lender with respect to the amount of the drawing in the Foreign Currency promptly following the determination thereof. Each unreimbursed drawing If the applicable Borrower does not reimburse the Issuing Lender for any draft paid by the Issuing Lender under any Letter of Credit shall constitute issued by such Issuing Lender in a request by Foreign Currency on the Borrowers, subject date required pursuant to the provisions first sentence of this Section 2.12.9, the Issuing Lender shall convert such Reimbursement Obligation into Dollars at the rate of exchange then available to the Administrative Agent 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 ABR Loans such Reimbursement Obligation (in the amount of such drawingso converted). The borrowing date with respect Subject to any such ABR Loans shall 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 pays a draftnext succeeding sentence, interest shall be payable on any and all such amounts remaining unpaid by the Borrowers under this subsection from the date of on which the relevant draft is paid until payment of in full at the applicable draft to but excluding 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 39 Currency from the date on which the relevant draft is paid until payment in full thereof, (x) for the period commencing on the date of payment of the applicable draft or conversion to the date which is 3 days thereafter, Dollars as provided herein at the rate which would be payable on ABR Loans at determined by the Issuing Lender as its cost of funding such time and (y) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%payment.

Reimbursement Obligation of the Borrowers. If In the event of any draft shall be presented for payment drawing under any Letter of Credit, the Issuing Lender shall notify the Borrowers and the Administrative Agent of the date and the amount thereof. The Borrowers agree to reimburse (either with the proceeds of a U.S. Revolving Loan or Global Revolving Loan, as applicable, as provided for in this Section or with funds from other sources), in same day funds, the Issuing Lender (whether with their own funds or with proceeds of on the Loans) on each next Business Day following the date on which the Issuing Lender pays notifies the Borrowers of the date and amount of a draft so presented paid 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 the Issuing Lender in connection with such payment. Unless the Borrowers shall immediately notify the Issuing Lender that the Borrowers intend to reimburse the Issuing Lender for such drawing from other sources or funds, the Borrowers shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the U.S. Revolving Lenders or Global Revolving Lenders, as applicable, make a U.S. Revolving Loan or Global Revolving Loan, as applicable, bearing interest at the Base Rate on such date in the amount of (i) such draft so paid and (ii) any taxes, fees, charges or other costs or expenses amounts referred to in Section 3.3(c) incurred by the Issuing Lender in connection with such payment. Each , and the U.S. Revolving Lenders or Global Revolving Lenders, as applicable, shall make a Loan bearing interest at such payment rate in such amount, the proceeds of which shall be made applied to reimburse the Issuing Lender at its address for notices specified herein in lawful money the amount of the United States of America related drawing and in immediately available fundscosts and expenses. Each unreimbursed drawing U.S. Revolving Lender and Global Revolving Lender acknowledges and agrees that its obligation to fund a U.S. Revolving Loan or Global Revolving Loan, as applicable, in accordance with this Section to reimburse the Issuing Lender for any draft paid under any a Letter of Credit is absolute and unconditional and shall constitute a request not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the Borrowers, subject conditions set forth in Section 2.4 or ARTICLE IV. If the Borrowers have elected to the provisions of Section 2.1, to the Administrative Agent for ABR Loans in pay the amount of such drawing. The borrowing date drawing with respect funds from other sources and shall fail to any such ABR Loans shall 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 reimburse the Issuing Lender pays a draftas provided above, the unreimbursed amount of such drawing shall bear interest shall be payable on any and all amounts remaining unpaid by the Borrowers under this subsection from the date of 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 ABR any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at such time and (ystated maturity, by acceleration or otherwise) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%until payment in full.

Reimbursement Obligation of the Borrowers. If any draft shall be presented for payment under any Letter of Credit, the Issuing Lender shall notify the Borrowers and the Administrative Agent of the date and the amount thereof. The Borrowers agree to reimburse each Issuing Lender, by the Issuing Lender (whether with their own funds or with proceeds of next Business Day following the Loans) on each date on which the such Issuing Lender pays a draft so presented under any Letter notifies the Borrower of Credit the date and amount of an L/C Disbursement made by such Issuing Lender, for the amount of (ia) such draft so paid L/C Disbursement and (iib) any taxes, fees, charges or other costs or expenses incurred by the 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”). Each such payment shall be made to the such Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Each unreimbursed Interest shall be payable on each Payment Amount from the date of the applicable drawing under 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 Letter Borrower fails to so reimburse such Issuing Lender, (i) such Borrower shall be deemed to have requested a Borrowing pursuant to Section 2.05 of Credit shall constitute a request by the Borrowers, subject to the provisions of Section 2.1, to the Administrative Agent for ABR Loans in the amount of such drawing. The borrowing date L/C Disbursement without regard to the minimum and multiples specified in Section 3.05 for the principal amount of ABR Loans, but subject to the unutilized portion of the Revolving Credit Commitments, the making of any such Borrowing to be subject to the conditions set forth in Section 1.01(a) (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 any draws on any Letters of Credit after the fifth Business Day prior to the Revolving Credit Maturity Date) shall be irrevocably obligated to reimburse such ABR Loans Issuing Lender pro 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 remittance by the Issuing Bank of the proceeds Administrative Agent had received a notice of such drawing. If ABR Loans are not available on Borrowing at the date when time the Administrative Agent receives notice from the relevant Issuing Lender pays a draft, interest shall be payable on any and all amounts remaining unpaid by the Borrowers of such drawing under this subsection from the date such Letter of 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 ABR Loans at such time and (y) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%Credit.

Reimbursement Obligation of the Borrowers. If any draft shall be presented for payment under any Letter of Credit, the 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 (whether with their own funds or with proceeds of the Loans) on each date on which the Issuing Lender pays notifies the Borrowers of the date and amount of a draft so presented paid under any Letter of Credit for the amount of (ia) such draft so paid or presented purporting to be drawn and (iib) any taxes, fees, charges or other costs or expenses incurred by the Issuing Lender in connection with such payment. Each such payment shall be made to the Issuing Lender at its address for notices specified herein in lawful money Dollars, (except for payments in connection with Alternate Currency Letters of Credit which shall be repaid in the United States of America currency in which such draft was paid) and in immediately available funds. Each unreimbursed drawing under any Letter If the Borrowers fail to timely reimburse the Issuing Lender on the date the Borrowers receive the notice referred to in this Section 3.8, the Borrowers shall be deemed to have timely given a Notice of Credit shall constitute a request by the Borrowers, subject to the provisions of Section 2.1, ----------- Borrowing hereunder to the Administrative Agent for ABR Loans requesting the Lenders to make a Base Rate Loan on such date in an amount equal to the amount of such drawing. The borrowing date with respect to any 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 ABR Loans shall be the date of the remittance by the Issuing Bank of amount, - the proceeds of such drawing. If ABR Loans are not available on the date when which shall be applied to reimburse the Issuing Lender pays a draftfor the amount of the related drawing and costs and expenses; provided, interest shall be payable on any and all however, that -------- ------- absent an Event of Default, the Borrowers may elect to convert amounts remaining unpaid by the Borrowers under this subsection from the date any Letter of payment of the applicable draft Credit to but excluding the date of payment in full thereofBase Rate Loans, (x) for the period commencing on the date of payment of the applicable draft to the date which is 3 days thereafterLIBO Market Index Rate Loans, at the rate which would be payable on ABR LIBOR Rate Loans at such time and (y) thereafteror Eurocurrency Loans, at the rate which would be payable on ABR Loans at such time plus 2%.subject to

Reimbursement Obligation of the Borrowers. If any draft shall be presented for payment under any Letter of Credit, the 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 (whether with their own funds or with proceeds of the Loans) on each date on which the Issuing Lender pays notifies the Borrowers of the date and amount of a draft so presented paid under any Letter of Credit for the amount of (ia) such draft so paid and (iib) any taxes, fees, charges or other costs or expenses incurred by the Issuing Lender in connection with such payment. Each such payment shall be made to the Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Each unreimbursed drawing under any Letter of Credit shall constitute a request by the Borrowers, subject to the provisions of Section 2.1, to the Administrative Agent for ABR Loans in the amount of such drawing. The borrowing date with respect to any such ABR Loans shall 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 pays a draft, interest Interest shall be payable on any and all amounts remaining unpaid by the Borrowers under this subsection Article III from the date such amounts are paid under the Letter of payment of the applicable draft to but excluding the date of Credit (whether at stated maturity, by acceleration or otherwise) until 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 ABR any outstanding Base Rate Loans at 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 time 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 (y) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%costs and expenses.

Reimbursement Obligation of the Borrowers. If (a) In the event of any draft shall be presented for payment drawing under any Letter of Credit, the 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 funds in the applicable Permitted Currency in which the Letter of Credit was denominated, the applicable 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 (whether with their own funds or with proceeds of the Loans) on each date on which the applicable Issuing Lender pays notifies the U.S. Borrower of the date and amount of a draft so presented paid under any Letter of Credit for the amount of (ia) such draft so paid and (iib) any taxes, fees, charges or other costs or expenses amounts referred to in Section 3.3(c) incurred by the applicable Issuing Lender in connection with such payment. Each Unless the U.S. Borrower shall immediately notify the applicable Issuing Lender that it intends to reimburse the applicable Issuing Lender for such payment drawing from other sources or funds, the U.S. Borrower shall be made deemed to the Issuing Lender at its address for notices specified herein in lawful money have timely given a Notice of the United States of America and in immediately available funds. Each unreimbursed drawing under any Letter of Credit shall constitute a request by the Borrowers, subject to the provisions of Section 2.1, Borrowing to the Administrative Agent for ABR Loans requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on such date in the amount of (a) such drawing. The borrowing date draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by the applicable Issuing Lender in connection with respect to such payment (including, without limitation, any such ABR Loans shall be and all reasonable, out-of-pocket costs, fees and other expenses incurred by the date applicable Issuing Lender in effecting the payment of the remittance by Letter of Credit denominated in an Alternative Currency), and the Issuing Bank of Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of such drawing. If ABR Loans are not available on which shall be applied to reimburse the date when the applicable Issuing Lender pays a draft, interest shall be payable on any and all amounts remaining unpaid by for the Borrowers under this subsection from the date of payment amount of the related drawing and 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 the applicable Issuing Lender for any draft to but excluding the date paid under a Letter of payment in full thereofCredit is absolute and unconditional and shall not be affected by any circumstance whatsoever, (x) for the period commencing on the date of payment including, without limitation, non-satisfaction of the conditions set forth in Section 2.5(a) or Article V. If the U.S. Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the applicable draft to Issuing Lender as provided above, the date which is 3 days thereafter, unreimbursed amount of such drawing shall bear interest at the rate which would be payable on ABR any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at such time and (ystated maturity, by acceleration or otherwise) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%until payment in full.

Reimbursement Obligation of the Borrowers. If In the event of any draft shall be presented for payment drawing under any Letter of Credit, the Issuing Lender shall notify the Borrowers and the Administrative Agent of the date and the amount thereof. The Borrowers agree to reimburse (either with the proceeds of a Revolving Credit Loan obtained as provided herein or with funds from other sources), in same day funds, the Issuing Lender (whether with their own funds or with proceeds of the Loans) on each date on which the Issuing Lender pays notifies the Borrowers of the date and amount of a draft so presented paid under any Letter of Credit for the amount of (ia) such draft so paid and (iib) any taxes, fees, charges or other costs or expenses incurred by the Issuing Lender in connection with such payment. Each such payment Unless the Borrowers shall be made to immediately notify the Issuing Lender at its address that the Borrowers intend to reimburse the Issuing Lender for notices specified herein in lawful money such drawing from other sources of funds, the United States Borrowers shall be deemed to have timely given a Notice of America and in immediately available funds. Each unreimbursed drawing under any Letter of Credit shall constitute a request by the Borrowers, subject to the provisions of Section 2.1, Borrowing to the Administrative Agent for ABR Loans requesting that the Lenders make a Base Rate Loan on such date in the amount of (a) such drawing. The borrowing date with respect to draft so paid and (b) any such ABR Loans shall be the date of the remittance taxes, fees, charges or other costs or expenses incurred by the Issuing Bank Lender in connection with such payment, regardless of whether or not the conditions precedent specified in ARTICLE VI have been satisfied, and the Lenders shall make Base Rate Loans in such amount, the proceeds of such drawing. If ABR Loans are not available on the date when which shall be applied to reimburse the Issuing Lender pays a draft, interest shall be payable on any for the amount of the related drawing and all amounts remaining unpaid by costs and expenses. If the Borrowers under this subsection from shall fail to reimburse the date Issuing Lender as provided above, the unreimbursed amount of 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, such drawing shall bear interest at the rate which would be payable on ABR any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at such time and (ystated maturity, by acceleration or otherwise) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%until payment in full.

Reimbursement Obligation of the Borrowers. If any draft shall be presented for payment under any Letter Each of Creditthe Borrowers agree to reimburse each Issuing Lender, on the next Business Day after each date on which such Issuing Lender shall notify the Borrowers and the Administrative Agent notifies such Borrower of the date and the amount thereof. The Borrowers agree to reimburse the Issuing Lender (whether with their own funds or with proceeds of the Loans) on each date on which the Issuing Lender pays a draft so presented under any Letter of Credit issued for the account of such Borrower and paid by the Issuing Lender, for the amount of (ia) such draft so paid and (iib) any taxes, fees, charges or other costs or expenses incurred by 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"). Each such payment shall be made to the such Issuing Lender 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 unreimbursed 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 the Borrowers, subject to the provisions of Section 2.1, such Borrower to the Administrative Agent for ABR a borrowing pursuant to Section 2.2 of Base Rate Loans or, at the option of the 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 Borrowing Date with respect to any such ABR Loans borrowing shall be the first date on which a borrowing of Revolving Credit Loans (or, if applicable, Swing Line Loans) could be made, pursuant to Section 2.2 (or, if applicable, Section 2.4), if the remittance by the Issuing Bank of the proceeds Administrative Agent had received a notice of such drawing. If ABR Loans are not available on borrowing at the date when time the Administrative Agent receives notice from the relevant Issuing Lender pays a draft, interest shall be payable on any and all amounts remaining unpaid by the Borrowers of such drawing under this subsection from the date such Letter of 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 ABR Loans at such time and (y) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%Credit.

Reimbursement Obligation of the Borrowers. If any draft shall be presented for payment under any Letter of Credit, the Issuing Lender shall notify the Borrowers and In order to induce the Administrative Agent of the date and the amount thereof. The Borrowers agree to reimburse cause the Issuing Lender (whether with their own funds or with proceeds of the Loans) on Bank to issue, extend and renew each date on which the Issuing Lender pays a draft so presented under any Letter 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 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 Letter of Credit, and (b) the amount of (i) such draft so paid and (ii) any taxes, fees, charges or other costs or and expenses whatsoever reasonably incurred by the Issuing Bank or Administrative Agent or any Lender (without duplication of any amounts paid by the Borrowers pursuant to Section 6.3, and other than Excluded Taxes) in connection with any payment made by the Issuing Bank, Administrative Agent or any Lender under, or with respect to, such paymentLetter 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 made through the automatic funding of a Revolving Loan bearing interest at the Base Rate applicable 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) the excess of the Revolving Exposure over the Revolving Credit Limit, and (ii) such Maximum Drawing Amount, 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, and upon the reduction of the Revolving Credit Limit to zero, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit issued for the account of the 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 issued for the account of the Borrower, 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 Issuing Lender Administrative Agent at its address for notices specified herein in lawful money of the United States of America and Administrative Agent’s Office in immediately available funds. Each unreimbursed drawing under any Letter of Credit shall constitute a request by the Borrowers, subject to the provisions of Section 2.1, to the Administrative Agent for ABR Loans in the amount of such drawing. The borrowing date with respect to any such ABR Loans shall 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 pays a draft, interest shall be payable Interest on any and all amounts remaining unpaid by the Borrowers under this subsection Section at any time from the date of payment of the applicable draft to but excluding the date of such amounts become due and payable (whether as stated in this Section, by acceleration or otherwise) until payment in full thereof, (xwhether before or after judgment) for the period commencing on the date of payment of the applicable draft shall be payable to the date which is 3 days thereafter, Administrative Agent on demand and shall accrue interest at the rate which would be payable on ABR Loans at such time and (y) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%Default Rate.

Reimbursement Obligation of the Borrowers. If any draft shall be presented for payment under any Letter of Credit, the Issuing Lender shall notify the Borrowers and the Administrative Agent of the date and the amount thereof. The Borrowers joint and severally agree to reimburse the Issuing Lender (whether with their own funds or with proceeds of the Loans) on each date on which the Issuing Lender pays notifies the Borrowers of the date and amount of a draft so presented paid under any Letter of Credit for the amount of (ia) such draft so paid and (iib) any taxes, fees, charges or other costs or expenses incurred by the Issuing Lender in connection with such payment. Each such payment shall be made to the Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Each unreimbursed drawing under any Letter of Credit shall constitute a request by the Borrowers, subject to the provisions of Section 2.1, to the Administrative Agent for ABR Loans in the amount of such drawing. The borrowing date with respect to any such ABR Loans shall 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 pays a draft, interest Interest shall be payable on any and all amounts remaining unpaid by the Borrowers under this subsection Article III from the date of payment of the applicable draft to but excluding the date of such amounts become payable (whether at stated maturity, by acceleration or otherwise) until 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 ABR any outstanding Base Rate Loans at 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 time 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 (y) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%costs and expenses.

Reimbursement Obligation of the Borrowers. If In the event of any draft shall be presented for payment drawing under any Letter of Credit, the Issuing Lender shall notify Borrowers, jointly and severally, agree to reimburse (either with the Borrowers and proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the Administrative Agent of the date and the amount thereof. The Borrowers agree to reimburse the Issuing Lender (whether with their own funds or with proceeds of the Loans) on each date on which the Issuing Lender pays Administrative Agent notifies the Administrative Borrower of the date and amount of a draft so presented paid under any Letter of Credit for the amount of (ia) such draft so paid and (iib) any taxes, fees, charges or other costs or expenses amounts referred to in Section 3.3(c) incurred by the such Issuing Lender Bank in connection with such payment. Each Unless the Administrative Borrower shall immediately notify the Administrative Agent that the Borrowers intend to reimburse such payment drawing from other sources or funds, the Administrative Borrower shall be made deemed to the Issuing Lender at its address for notices specified herein in lawful money have timely given a Notice of the United States of America and in immediately available funds. Each unreimbursed drawing under any Letter of Credit shall constitute a request by the Borrowers, subject to the provisions of Section 2.1, Borrowing to the Administrative Agent for ABR Loans requesting that the Lenders make a Revolving Credit Loan bearing interest at the Base Rate on such date in the amount of (a) such drawing. The borrowing date with respect draft so paid and (b) any amounts referred to any in Section 3.3(c) incurred by such ABR Loans shall be the date of the remittance by the Issuing Bank of in connection with such payment, and the Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of such drawing. If ABR Loans are not available on the date when the Issuing Lender pays a draft, interest which shall be payable on applied to reimburse the Administrative Agent for the amount of the related drawing and costs and expenses. Each Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Bank for any draft paid under a Letter of Credit is absolute and all amounts remaining unpaid unconditional and shall not be affected by any circumstance whatsoever, including non-satisfaction of the conditions set forth in Section 2.3(a) or Article V. If the Borrowers under this subsection have elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Bank as provided above, the date unreimbursed amount of 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, such drawing shall bear interest at the rate which would be payable on ABR any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at such time and (ystated maturity, by acceleration or otherwise) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%until payment in full.

Reimbursement Obligation of the Borrowers. If any draft shall be presented for payment under any Letter of Credit, the Issuing Lender shall notify the Borrowers and the Administrative Agent of the date and the amount thereof. The Borrowers agree Each Borrower agrees to reimburse the Issuing Lender (whether with their own funds or with proceeds of the Loans) Lender, on each date on which the Issuing Lender pays notifies such Borrower of the date and amount of a draft so presented under any Letter of Credit issued for the account of such Borrower and paid by the Issuing Lender, for the amount of (ia) such draft so paid and (iib) any taxes, fees, charges or other costs or expenses incurred by 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"). Each such payment shall be made to the Issuing Lender at its address for notices specified herein in lawful money of the United States of America 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. Each unreimbursed 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 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 Borrowers, subject to the provisions of Section 2.1, relevant Borrower to the Administrative Agent for ABR a borrowing pursuant to Section 2.5 of Base Rate Loans (or, at the option of the 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 Borrowing Date with respect to any such ABR Loans borrowing shall be the first date on which a borrowing of Revolving Credit Loans (or, if applicable, Swing Line Loans) could be made, pursuant to Section 2.5 (or, if applicable, Section 2.7), if the remittance by the Issuing Bank of the proceeds Administrative Agent had received a notice of such drawing. If ABR Loans are not available on borrowing at the date when time the Administrative Agent receives notice from the Issuing Lender pays a draft, interest shall be payable on any and all amounts remaining unpaid by the Borrowers of such drawing under this subsection from the date such Letter of 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 ABR Loans at such time and (y) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%Credit.

Reimbursement Obligation of the Borrowers. If In the event of any draft shall be presented for payment drawing under any Letter of Credit, the Issuing Lender shall notify the Borrowers and the Administrative Agent of the date and the amount thereof. The Borrowers agree to reimburse (either with the proceeds of a U.S. Revolving Loan or Global Revolving Loan, as applicable, as provided for in this Section or with funds from other sources), in same day funds, the Issuing Lender (whether with their own funds or with proceeds of on the Loans) on each next Business Day following the date on which the Issuing Lender pays notifies the Borrowers of the date and amount of a draft so presented paid 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 the Issuing Lender in connection with such payment. Unless the Borrowers shall immediately notify the Issuing Lender that the Borrowers intend to reimburse the Issuing Lender for such drawing from other sources or funds, the Borrowers shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the U.S. Revolving Lenders or Global Revolving Lenders, as applicable, make a U.S. Revolving Loan or Global Revolving 58 Loan, as applicable, bearing interest at the Base Rate on such date in the amount of (i) such draft so paid and (ii) any taxes, fees, charges or other costs or expenses amounts referred to in Section 3.3(c) incurred by the Issuing Lender in connection with such payment. Each , and the U.S. Revolving Lenders or Global Revolving Lenders, as applicable, shall make a Loan bearing interest at such payment rate in such amount, the proceeds of which shall be made applied to reimburse the Issuing Lender at its address for notices specified herein in lawful money the amount of the United States of America related drawing and in immediately available fundscosts and expenses. Each unreimbursed drawing U.S. Revolving Lender and Global Revolving Lender acknowledges and agrees that its obligation to fund a U.S. Revolving Loan or Global Revolving Loan, as applicable, in accordance with this Section to reimburse the Issuing Lender for any draft paid under any a Letter of Credit is absolute and unconditional and shall constitute a request not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the Borrowers, subject conditions set forth in Section 2.4 or ARTICLE IV. If the Borrowers have elected to the provisions of Section 2.1, to the Administrative Agent for ABR Loans in pay the amount of such drawing. The borrowing date drawing with respect funds from other sources and shall fail to any such ABR Loans shall 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 reimburse the Issuing Lender pays a draftas provided above, the unreimbursed amount of such drawing shall bear interest shall be payable on any and all amounts remaining unpaid by the Borrowers under this subsection from the date of 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 ABR any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at such time and (ystated maturity, by acceleration or otherwise) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%until payment in full.

Reimbursement Obligation of the Borrowers. If any draft shall be presented for payment under any Letter of Credit, the Issuing Lender shall notify the Borrowers and the Administrative Agent of the date and the amount thereof. The Borrowers agree to reimburse each Issuing Lender, by the Issuing Lender (whether with their own funds or with proceeds of next Business Day following the Loans) on each date on which the such Issuing Lender pays a draft so presented under any Letter notifies the BorrowerCompany of Credit the date and amount of an L/C Disbursement made by such Issuing Lender, for the amount of (ia) such draft so paid L/C Disbursement and (iib) any taxes, fees, charges or other costs or expenses incurred by the 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”). Each such payment shall be made to the such Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Each unreimbursed Interest shall be payable on each Payment Amount from the date of the applicable drawing under 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 Letter Borrower fails to so reimburse such Issuing Lender, such Borrower shall be deemed to have requested a borrowing pursuant to Section 2.05 of Credit shall constitute a request by the Borrowers, subject to the provisions of Section 2.1, to the Administrative Agent for ABR Base Rate Loans in the amount of such drawingL/C Disbursement, the making of any such borrowing to be subject to the conditions set forth in Section 5.03 (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. The borrowing date Borrowing Date with respect to any such ABR Loans borrowing shall be the first date on which a borrowing of Revolving Credit Loans that are Standby Loans could be made, pursuant to Section 2.05, if the remittance by the Issuing Bank of the proceeds Administrative Agent had received a notice of such drawing. If ABR Loans are not available on borrowing at the date when time the Administrative Agent receives notice from the relevant Issuing Lender pays a draft, interest shall be payable on any and all amounts remaining unpaid by the Borrowers of such drawing under this subsection from the date such Letter of 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 ABR Loans at such time and (y) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%Credit.

Reimbursement Obligation of the Borrowers. If any draft shall be presented for payment under any Letter of Credit, the 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 (whether with their own funds or with proceeds of the Loans) on each date on which the Issuing Lender pays notifies the Borrowers of the date and amount of a draft so presented paid under any Letter of Credit for the amount of (ia) such draft so paid and (iib) any taxes, fees, charges or other costs or expenses incurred by the Issuing Lender in connection with such payment. Each such payment shall be made to the Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Each unreimbursed drawing under any Letter of Credit shall constitute a request by the Borrowers, subject to the provisions of Section 2.1, to the Administrative Agent for ABR Loans in the amount of such drawing. The borrowing date with respect to any such ABR Loans shall 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 pays a draft, interest Interest shall be payable on any and all amounts remaining unpaid by the Borrowers under this subsection Article III from the date of payment of the applicable draft to but excluding the date of such amounts become payable (whether at stated maturity, by acceleration or otherwise) until 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 ABR any outstanding Base Rate Loans at 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 time 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 (y) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%costs and expenses.

Reimbursement Obligation of the Borrowers. If any draft shall be presented for payment under any Letter of Credit, the 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 (whether with their own funds or with proceeds of the Loans) on each date on which the Issuing Lender pays notifies the Borrowers of the date and amount of a draft so presented paid under any Letter of Credit for the amount of (ia) such draft so paid and (iib) any taxes, fees, charges or other costs or expenses incurred by the Issuing Lender in connection with such payment. Each such payment shall be made to the Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Each unreimbursed drawing under any Letter of Credit shall constitute a request by the Borrowers, subject to the provisions of Section 2.1, to the Administrative Agent for ABR Loans in the amount of such drawing. The borrowing date with respect to any such ABR Loans shall 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 pays a draft, interest Interest shall be payable on any and all amounts remaining unpaid by the Borrowers under this subsection Article III from the date of payment of the applicable draft to but excluding the date of such amounts become payable (whether at stated maturity, by acceleration or otherwise) until 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 ABR any outstanding Base Rate Loans at 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 time 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 (y) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%costs and expenses.

Reimbursement Obligation of the Borrowers. If In the event of any draft shall be presented for payment 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 shall notify the Borrowers and the Administrative Agent of the date and the amount thereof. The Borrowers agree to reimburse the Issuing Lender (whether with their own funds or with proceeds of the Loans) on each date on which the such Issuing Lender pays notifies the applicable Borrower of the date and amount of a draft so presented 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 taxes, fees, charges or other costs or expenses amounts referred to in Section 3.3(c) incurred by the 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 payment shall be made to the Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Each unreimbursed drawing any draft paid under any a Letter of Credit issued by it is absolute and unconditional and shall constitute 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 request by the Borrowers, subject Borrower has elected to the provisions of Section 2.1, to the Administrative Agent for ABR Loans in pay the amount of such drawing. The borrowing date drawing with respect funds from other sources and shall fail to any reimburse such ABR Loans shall be Issuing Lender as provided above, the date of the remittance by the Issuing Bank of the proceeds unreimbursed amount of such drawing. If ABR Loans are not available on the date when the Issuing Lender pays a draft, drawing shall bear interest shall be payable on any and all amounts remaining unpaid by the Borrowers under this subsection from the date of 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 ABR any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at such time and (ystated maturity, by acceleration or otherwise) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%until payment in full.

Reimbursement Obligation of the Borrowers. If any draft shall be presented for payment under any Letter of Credit, the Issuing Lender shall notify the Borrowers and the Administrative Agent of the date and the amount thereof. The Borrowers jointly and severally agree to reimburse the Issuing Lender (whether with their own funds or with proceeds of the Loans) on each date on which the Issuing Lender pays notifies the Borrowers of the date and amount of a draft so presented paid under any Letter of Credit for the amount of (ia) such draft so paid and (iib) any taxes, fees, charges or other costs or expenses incurred by the Issuing Lender in connection with such payment. Each such payment shall be made to the Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Each unreimbursed drawing under any Letter of Credit shall constitute a request by the Borrowers, subject to the provisions of Section 2.1, to the Administrative Agent for ABR Loans in the amount of such drawing. The borrowing date with respect to any such ABR Loans shall 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 pays a draft, interest Interest shall be payable on any and all amounts remaining unpaid by the Borrowers under this subsection Article III from the date of payment of the applicable draft to but excluding the date of such amounts become payable (whether at stated maturity, by acceleration or otherwise) until 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 ABR any outstanding Base Rate Loans at 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 time 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 (y) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%costs and expenses.

Reimbursement Obligation of the Borrowers. If any draft shall be presented for payment under any Letter of Credit, the 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 (whether with their own funds or with proceeds of the Loans) on each date on which the Issuing Lender pays notifies the Borrowers of the date and amount of a draft so presented paid under any Letter of Credit for the amount of (ia) such draft so paid and (iib) any taxes, fees, charges or other costs or expenses incurred by the Issuing Lender in connection with such payment. Each such payment shall be made to the Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available fundsfunds on (i) the Business Day that the Borrowers receive such notice, if such notice is received prior to 1:00 p.m., Charlotte time, or (ii) the Business Day immediately following the day that the Borrowers receive such notice, if such notice is not received prior to such time. Each unreimbursed drawing under any Letter of Credit shall constitute a request by the Borrowers, subject to the provisions of Section 2.1, to the Administrative Agent for ABR Loans in the amount of such drawing. The borrowing date with respect to any such ABR Loans shall 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 pays a draft, interest Interest shall be payable on any and all amounts remaining unpaid by the Borrowers under this subsection Article III from the date of payment of the applicable draft to but excluding the date of such amounts become payable (whether at stated maturity, by acceleration or otherwise) until 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 ABR Loans at such time and (y) thereafterany 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 would shall be payable on ABR Loans at such time plus 2%applied to reimburse the Issuing Lender for the amount of the related drawing and costs and expenses.

Reimbursement Obligation of the Borrowers. If any draft shall be presented for payment under any Letter of Credit, the 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 (whether with their own funds or with proceeds of the Loans) on each date on which the Issuing Lender pays notifies the Borrowers of the date and amount of a draft so presented paid under any Letter of Credit for the amount of (ia) such draft so paid and (iib) any taxes, fees, charges or other costs or expenses incurred by the Issuing Lender in connection with such payment. Each such payment shall be made to the Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Each unreimbursed drawing under any Letter of Credit shall constitute a request by the Borrowers, subject to the provisions of Section 2.1, to the Administrative Agent for ABR Loans in the amount of such drawing. The borrowing date with respect to any such ABR Loans shall 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 pays a draft, interest Interest shall be payable on any and all amounts remaining unpaid by the Borrowers under this subsection Article III from the date of payment of the applicable draft to but excluding the date of such amounts become payable (whether at stated maturity, by acceleration or otherwise) until 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 ABR Loans at such time and (y) thereafterany 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 would shall be payable on ABR Loans at such time plus 2%applied to reimburse the Issuing Lender for the amount of the related drawing and costs and expenses.

Reimbursement Obligation of the Borrowers. If any draft shall be presented for payment under any Letter of Credit, the Each Borrower agrees to reimburse each Issuing Lender shall notify the Borrowers and through the Administrative Agent on the Business Day next succeeding the Business Day on which such Issuing Lender notifies such Borrower of the date and the amount thereof. The Borrowers agree to reimburse the Issuing Lender (whether with their own funds or with proceeds of the Loans) on each date on which the Issuing Lender pays a draft so presented under any Letter of Credit and paid by such Issuing Lender for the amount of (ia) such draft so paid and (iib) any taxes, fees, charges or other costs or expenses incurred by the such Issuing Lender in connection with such paymentpayment other than Excluded Taxes. Each such payment shall be made to the Issuing Lender Administrative Agent at its address for notices specified referred to herein in lawful money of the United States of America 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 that it will require reimbursement in Dollars or (y) in the absence of any such requirement that such Borrower 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 in Dollars; provided, that, in the case of any such reimbursement in Dollars of any Letter or Credit denominated in a Foreign Currency, the applicable 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 of the payment of the draft presented under such Letter of Credit by such Issuing Lender with respect to the amount of the drawing in the Foreign Currency promptly following the determination thereof. Each unreimbursed drawing If the applicable Borrower does not reimburse the applicable Issuing Lender for any draft paid by such Issuing Lender under any Letter of Credit shall constitute issued by such Issuing Lender in a request by Foreign Currency on the Borrowers, subject date required pursuant to the provisions first sentence of this Section 2.12.9, such Issuing Lender shall convert such Reimbursement Obligation into Dollars at the rate of exchange then available to such Issuing Lender in the Administrative Agent 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 such Issuing Lender in Dollars for ABR Loans such Reimbursement Obligation (in the amount of such drawingso converted). The borrowing date with respect Subject to any such ABR Loans shall 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 pays a draftnext succeeding sentence, interest shall be payable on any and all such amounts remaining unpaid by the Borrowers under this subsection from the date of on which the relevant draft is paid until payment of in full at the applicable draft to but excluding 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 thereof, (x) for the period commencing on the date of payment of the applicable draft or conversion to the date which is 3 days thereafter, Dollars as provided herein at the rate which would be payable on ABR Loans at determined by the applicable Issuing Lender as its cost of funding such time and (y) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%payment.

Reimbursement Obligation of the Borrowers. If any draft shall be presented for payment under any Letter of Credit, the 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 (whether with their own funds or with proceeds of the Loans) on each date on which the Issuing Lender pays notifies the Borrowers in writing of the date and amount of a draft so presented paid under any Letter of Credit for the amount of (ia) such draft so paid and (iib) any taxes, fees, charges or other costs or expenses expenses, if any, reasonably incurred by the Issuing Lender in connection with such payment. Each such payment shall be made to the Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Each unreimbursed drawing under any Letter of Credit shall constitute a request by the Borrowers, subject to the provisions of Section 2.1, to the Administrative Agent for ABR Loans in the amount of such drawing. The borrowing date with respect to any such ABR Loans shall 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 pays a draft, interest Interest shall be payable on any and all amounts remaining unpaid by the Borrowers under this subsection Article III from the date of payment of the applicable draft to but excluding the date of such amounts become payable (whether at stated maturity, by acceleration or otherwise) until 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 ABR any outstanding Loans at 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 time 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 Loans in such amount, the proceeds of which shall be applied to reimburse the Issuing Lender for the amount of the related drawing and (y) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%costs and expenses.

Reimbursement Obligation of the Borrowers. If any draft shall be presented for payment under any Letter of Credit, the 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 not later than 11:00 a.m. (whether with their own funds or with proceeds of the LoansCharlotte time) on each date on which the Issuing Lender pays notifies the Borrower of the date and amount of a draft so presented paid under any Letter of Credit for the amount of (ia) such draft so paid and (iib) any taxes, fees, charges or other costs or expenses incurred by the Issuing Lender in connection with such payment. Each such payment shall be made to the Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Each unreimbursed drawing under any Letter of Credit shall constitute a request by the Borrowers, subject to the provisions of Section 2.1, to the Administrative Agent for ABR Loans in the amount of such drawing. The borrowing date with respect to any such ABR Loans shall 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 pays a draft, interest Interest shall be payable on any and all amounts remaining unpaid by the Borrowers under this subsection Article III from the date of payment of the applicable draft to but excluding the date of such amounts become payable (whether at stated maturity, by acceleration or otherwise) until 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 ABR any outstanding Base Rate Loans at 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 time 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 (y) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%costs and expenses.

Reimbursement Obligation of the Borrowers. If any draft shall be presented for payment under any Letter of CreditEach Borrower agrees to reimburse each applicable Issuing Lender, within one (1) Business Day (or two (2) Business Days if such Borrower and the Administrative Agent are notified on after 11:00 a.m. on such date) after the Business Day on which such Issuing Lender shall notify notifies the Borrowers applicable Borrower and the Administrative Agent of the date and the amount thereof. The Borrowers agree to reimburse the Issuing Lender (whether with their own funds or with proceeds of the Loans) on each date on which the Issuing Lender pays a draft so presented under any Letter of Credit and paid by such Issuing Lender, for the amount of (ia) such draft so paid and (iib) any taxes, fees, charges or other costs or expenses incurred by the 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”). Each such payment shall be made to the such Issuing Lender 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 unreimbursed 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 the Borrowers, subject to the provisions of Section 2.1, such Borrower to the Administrative Agent for ABR a borrowing pursuant to Section 2.2 of Base Rate Loans in the amount of such drawing. The borrowing date Borrowing Date with respect to any such ABR Loans borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 2.2, if the remittance by the Issuing Bank of the proceeds Administrative Agent had received a notice of such drawing. If ABR Loans are not available on borrowing at the date when time the Administrative Agent receives notice from the relevant Issuing Lender pays a draft, interest shall be payable on any and all amounts remaining unpaid by the Borrowers of such drawing under this subsection from the date such Letter of 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 ABR Loans at such time and (y) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%Credit.

Reimbursement Obligation of the Borrowers. If any draft shall be presented for payment under any Letter of Credit, the Issuing Lender shall notify the Borrowers and the Administrative Agent of the date and the amount thereof. The Borrowers agree to reimburse each Issuing Lender, by the Issuing Lender (whether with their own funds or with proceeds of next Business Day following the Loans) on each date on which the such Issuing Lender pays a draft so presented under any Letter notifies the Borrower of Credit the date and amount of an L/C Disbursement made by such Issuing Lender, for the amount of (ia) such draft so paid L/C Disbursement and (iib) any taxes, fees, charges or other costs or expenses incurred by the 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”). Each such payment shall be made to the such Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Each unreimbursed Interest shall be payable on each Payment Amount from the date of the applicable drawing under 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 Letter Borrower fails to so reimburse such Issuing Lender, (i) such Borrower shall be deemed to have requested a Borrowing pursuant to Section 2.05 of Credit shall constitute a request by the Borrowers, subject to the provisions of Section 2.1, to the Administrative Agent for ABR Loans in the amount of such drawing. The borrowing date L/C Disbursement without regard to the minimum and multiples specified in Section 3.05 for the principal amount of ABR Loans, but subject to the unutilized portion of the Revolving Credit Commitments, the making of any such Borrowing to be subject to the conditions set forth in Section 1.01(a) (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 any draws on any Letters of Credit after the fifth Business Day prior to the Revolving Credit Maturity Date) shall be irrevocably obligated to reimburse such ABR Loans Issuing Lender pro 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 remittance by the Issuing Bank of the proceeds Administrative Agent had received a notice of such drawing. If ABR Loans are not available on Borrowing at the date when time the Administrative Agent receives notice from the relevant Issuing Lender pays a draft, interest shall be payable on any and all amounts remaining unpaid by the Borrowers of such drawing under this subsection from the date such Letter of 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 ABR Loans at such time and (y) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%Credit.

Reimbursement Obligation of the Borrowers. If any draft shall be presented for payment under any Letter of Credit, the Each Borrower agrees to ----------------------------------------- reimburse each Issuing Lender shall notify on each date such Issuing Lender notifies the Borrowers and the Administrative Agent Company, on behalf of such Borrower, of the date and the amount thereof. The Borrowers agree to reimburse the Issuing Lender (whether with their own funds or with proceeds of the Loans) on each date on which the Issuing Lender pays a draft so presented paid under any Letter of Credit requested by the Company, on behalf of such Borrower, for the amount of (i) such draft so paid and (ii) any taxes, fees, charges or other costs or expenses incurred by the any Issuing Lender in connection with such payment. Each such payment shall be made to the any Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Each unreimbursed drawing under any Letter of Credit shall constitute a request by the Borrowers, subject to the provisions of Section 2.1, to the Administrative Agent for ABR Loans in the amount of such drawing. The borrowing date with respect to any such ABR Loans shall 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 pays a draft, interest Interest shall be payable on any and all amounts remaining unpaid by the Borrowers any Borrower under this subsection Article III from the date of payment of the applicable draft to but excluding such amounts become payable (which date shall be the date of such draft is paid, whether at stated maturity, by acceleration or otherwise) until 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 ABR any outstanding Base Rate Loans at which were then overdue. If any Borrower fails to timely reimburse such time 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 (y) thereafterto be reimbursed pursuant to this Section 3.5 and, at regardless of whether or not the rate 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 such Issuing Lender for the amount of the related drawing and costs and expenses. Notwithstanding the foregoing, nothing in this Section 3.5 shall obligate the Lenders to make such Base Rate Loans if the making of such Base Rate Loans would be payable on ABR Loans at such time plus 2%violate the automatic stay under federal bankruptcy laws.

Reimbursement Obligation of the Borrowers. If any draft shall be presented for payment under any Letter of Credit, the Each Borrower agrees to reimburse each Issuing Lender shall notify the Borrowers and the Administrative Agent on each date such Issuing Lender notifies such Borrower of the date and the amount thereof. The Borrowers agree to reimburse the Issuing Lender (whether with their own funds or with proceeds of the Loans) on each date on which the Issuing Lender pays a draft so presented paid under any Letter of Credit requested by such Borrower for the amount of (i) such draft so paid and (ii) any taxes, fees, charges or other costs or expenses incurred by the any Issuing Lender in connection with such payment. Each such payment shall be made to the any Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Each unreimbursed drawing under any Letter of Credit shall constitute a request by the Borrowers, subject to the provisions of Section 2.1, to the Administrative Agent for ABR Loans in the amount of such drawing. The borrowing date with respect to any such ABR Loans shall 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 pays a draft, interest Interest shall be payable on any and all amounts remaining unpaid by the Borrowers any Borrower under this subsection Article III from the date of payment of the applicable draft to but excluding the date of such amounts become payable (whether at stated maturity, by acceleration or otherwise) until 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 ABR any outstanding Base Rate Loans at which were then overdue. If any Borrower fails to timely reimburse such time 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 (y) thereafterto be reimbursed pursuant to this Section 3.5 and, at regardless of whether or not the rate 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 such Issuing Lender for the amount of the related drawing and costs and expenses. Notwithstanding the foregoing, nothing in this Section 3.5 shall obligate the Lenders to make such Base Rate Loans if the making of such Base Rate Loans would be payable on ABR Loans at such time plus 2%violate the automatic stay under federal bankruptcy laws.

Reimbursement Obligation of the Borrowers. If (i) Upon receipt from the beneficiary of any draft shall be presented for payment Letter of Credit of any notice of a drawing under any such Letter of Credit, the Issuing Lender Bank shall notify the Borrowers Parent Borrower and the Administrative Agent thereof. Each Borrower hereby agrees to reimburse the Issuing Bank (through the Administrative Agent) upon receipt by the Parent Borrower of notice from the Issuing Bank of the date and the amount thereof. The Borrowers agree to reimburse the Issuing Lender (whether with their own funds or with proceeds of the Loans) on each date on which the Issuing Lender pays a draft so presented under any Letter of Credit issued on its behalf and paid by the Issuing Bank, for the amount of (i) such draft so paid and (ii) any taxes, fees, charges or other costs or expenses reasonably incurred by the Issuing Lender Bank in connection with such payment. Each such payment shall be made to the Administrative Agent for the account of the Issuing Lender Bank at its address for notices specified herein in lawful money the currency in which such Letter of Credit is denominated (except that, in the case of any Letter of Credit denominated in any L/C Designated Foreign Currency, in the event that such payment is not made to the Issuing Bank within three Business Days of the United States date of America receipt by the Parent Borrower of such notice, upon notice by the Issuing Bank to the Parent 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. Each unreimbursed drawing under any Letter of Credit shall constitute a request by the Borrowers, subject to the provisions of Section 2.1, to the Administrative Agent for ABR Loans in the amount of such drawing. The borrowing date with respect to any such ABR Loans shall be on the date of on which the remittance Parent 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 the Issuing Bank of any payment to be made in respect of any Letter of Credit denominated in any L/C Designated Foreign Currency into Dollars in accordance with this subsection 2.6(e)(i) shall be conclusive and binding upon the proceeds applicable Borrower and the Lenders in the absence of manifest error; provided that upon the request of the Parent Borrower or any Lender, the Issuing Bank shall provide to the Parent Borrower or such Lender a certificate including reasonably detailed information as to the calculation of such drawing. If ABR Loans are not available on the date when the Issuing Lender pays a draft, interest shall be payable on any and all amounts remaining unpaid by the Borrowers under this subsection from the date of 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 ABR Loans at such time and (y) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%conversion.

Reimbursement Obligation of the Borrowers. If In the event of any draft shall be presented for payment drawing under any Letter of Credit, the Issuing Lender shall notify Borrowers, jointly and severally, agree to reimburse (either with the Borrowers and proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the Administrative Agent of the date and the amount thereof. The Borrowers agree to reimburse the Issuing Lender (whether with their own funds or with proceeds of the Loans) on each date on which the Issuing Lender pays Administrative Agent notifies the Administrative Borrower of the date and amount of a draft so presented paid under any Letter of Credit for the amount of (ia) such draft so paid and (iib) any taxes, fees, charges or other costs or expenses amounts referred to in Section 3.3(c) incurred by the such Issuing Lender Bank in connection with such payment. Each Unless the Administrative Borrower shall immediately notify the Administrative Agent that the Borrowers intend to reimburse such payment drawing from other sources or funds, the Administrative Borrower shall be made deemed to the Issuing Lender at its address for notices specified herein in lawful money have timely given a Notice of the United States of America and in immediately available funds. Each unreimbursed drawing under any Letter of Credit shall constitute a request by the Borrowers, subject to the provisions of Section 2.1, Borrowing to the Administrative Agent for ABR Loans requesting that the Lenders make a Revolving Credit Loan bearing interest at the Base Rate on such date in the amount of (a) such drawing. The borrowing date with respect draft so paid and (b) any amounts referred to any in Section 3.3(c) incurred by such ABR Loans shall be the date of the remittance by the Issuing Bank of in connection with such payment, and the Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of such drawing. If ABR Loans are not available on the date when the Issuing Lender pays a draft, interest which shall be payable on applied to reimburse the Administrative Agent for the amount of the related drawing and costs and expenses. Each Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Bank for any draft paid under a Letter of Credit is absolute and all amounts remaining unpaid unconditional and shall not be affected by any circumstance whatsoever, including non-satisfaction of the conditions set forth in Section 2.3(a) or Article V. If the Borrowers under this subsection have elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Bank as provided above, the date unreimbursed amount of 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, such drawing shall bear interest at the rate which would be payable on ABR any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at such time and stated maturity, by acceleration or otherwise) until payment in full. (y) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%.Credit Agreement)

Reimbursement Obligation of the Borrowers. If any draft shall be presented for payment under any Letter To induce each Issuing Lender to issue and maintain Letters of Credit, and to induce the Issuing Lender shall notify the Borrowers and the Administrative Agent Lenders to participate in issued Letters of the date and the amount thereof. The Borrowers agree Credit, each Borrower agrees to pay or reimburse the such Issuing Lender (whether or cause another Obligated Party to pay or reimburse such Issuing Lender) (i) the amount paid 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 their own funds Letters of Credit. If a Borrower or with 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 Borrower’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. 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 Loans) on each 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 on which the that an Issuing Lender pays a draft so presented under any a Letter of Credit until the applicable Borrower or another Obligated Party either reimburses or is obligated to reimburse such Issuing Lender for that draft under this section, the amount of (i) that draft bears interest payable to such draft so paid and (ii) any taxes, fees, charges or other costs or expenses incurred by the Issuing Lender in connection with such payment. Each such payment shall be made to the Issuing Lender at its address for notices specified herein in lawful money the rate then applicable to Base Rate Advances. From the due date of the United States of America and in immediately available funds. Each unreimbursed drawing respective amounts due under any Letter of Credit shall constitute a request by the Borrowers, subject to the provisions of Section 2.1this section, to the Administrative Agent for ABR Loans in the amount of such drawing. The borrowing date with respect to paid (including any such ABR Loans shall be the date of the remittance by the Issuing Bank of the payment from proceeds of such drawing. If ABR Loans are not available on the date when the Issuing Lender pays a draftBase Rate Advance), unpaid reimbursement amounts accrue interest shall be that is payable on any and all amounts remaining unpaid by the Borrowers under this subsection from the date of 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, demand at the rate which would be payable on ABR Loans at such time and (y) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%Default Rate.

Reimbursement Obligation of the Borrowers. If any draft shall be presented for payment under any Letter of Credit, the Issuing Lender shall notify the Borrowers and In order to induce the Administrative Agent of the date and the amount thereof. The Borrowers agree to reimburse cause the Issuing Lender (whether with their own funds or with proceeds of the Loans) on Bank to issue, extend and renew each date on which the Issuing Lender pays a draft so presented under any Letter 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 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 Letter of Credit, and (b) the amount of (i) such draft so paid and (ii) any taxes, fees, charges or other costs or and expenses whatsoever reasonably incurred by the Issuing Bank or Administrative Agent or any Lender (without duplication of any amounts paid by the Borrowers pursuant to Section 6.3, and other than Excluded Taxes) in connection with any payment made by the Issuing Bank, Administrative Agent or any Lender under, or with respect to, such paymentLetter 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 made through the automatic funding of a Revolving Loan bearing interest at the Base Rate applicable 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) the excess of the Revolving Exposure over the Revolving Credit Limit, and (ii) such Maximum Drawing Amount, 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, and upon the reduction of the Revolving Credit Limit to zero, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit issued for the account of the 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 issued for the account of the Borrower, 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 Issuing Lender Administrative Agent at its address for notices specified herein in lawful money of the United States of America and Administrative Agent's Office in immediately available funds. Each unreimbursed drawing under any Letter of Credit shall constitute a request by the Borrowers, subject to the provisions of Section 2.1, to the Administrative Agent for ABR Loans in the amount of such drawing. The borrowing date with respect to any such ABR Loans shall 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 pays a draft, interest shall be payable Interest on any and all amounts remaining unpaid by the Borrowers under this subsection Section at any time from the date of payment of the applicable draft to but excluding the date of such amounts become due and payable (whether as stated in this Section, by acceleration or otherwise) until payment in full thereof, (xwhether before or after judgment) for the period commencing on the date of payment of the applicable draft shall be payable to the date which is 3 days thereafter, Administrative Agent on demand and shall accrue interest at the rate which would be payable on ABR Loans at such time and (y) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%Default Rate.

Reimbursement Obligation of the Borrowers. If In the event of ----------------------------------------- any draft shall be presented for payment drawing under any Letter of Credit, the Issuing Lender shall notify the Borrowers jointly and the Administrative Agent of the date and the amount thereof. The Borrowers 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 Issuing Lender (whether with their own funds or with proceeds of the Loans) on each date on which the Issuing Lender pays notifies the Borrowers of the date and amount of a draft so presented paid under any Letter of Credit for the amount of (ia) such draft so paid and (iib) any taxes, fees, charges or other costs or expenses amounts referred to in Section 3.3(c) incurred by the Issuing Lender in connection with such payment. Each such payment Unless the Borrowers shall be made to immediately notify the Issuing Lender at its address that the Borrowers intend to reimburse the Issuing Lender for notices specified herein in lawful money such drawing from other sources or funds, the Borrowers shall be deemed to have timely given a Notice of the United States of America and in immediately available funds. Each unreimbursed drawing under any Letter of Credit shall constitute a request by the Borrowers, subject to the provisions of Section 2.1, Revolving Credit/Swingline Borrowing to the Administrative Agent for ABR Loans requesting that the Lenders make a Revolving Credit Loan bearing interest at the Base Rate on such date in the amount of (a) such drawing. The borrowing date with respect draft so paid and (b) any amounts referred to any such ABR Loans shall be the date of the remittance in Section 3.3(c) incurred by the Issuing Bank of Lender in connection with such payment, and the Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of such drawing. If ABR Loans are not available on the date when which shall be applied to reimburse the Issuing Lender pays for the amount of the related drawing and costs and expenses. Each Lender acknowledges and agrees that its obligation to fund a draftRevolving Credit Loan in accordance with this Section 3.5 to reimburse the Issuing Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, interest shall be payable on any and all amounts remaining unpaid by including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If the Borrowers under this subsection have elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the date Issuing Lender as provided above, the unreimbursed amount of 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, such drawing shall bear interest at the rate which would be payable on ABR any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at such time and (ystated maturity, by acceleration or otherwise) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%until payment in full.

Reimbursement Obligation of the Borrowers. If In the event of any draft shall be presented for payment drawing under any Letter of Credit, the Issuing Lender shall notify Borrowers, jointly and severally, agree to reimburse (either with the Borrowers and proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the Administrative Agent of the date and the amount thereof. The Borrowers agree to reimburse the Issuing Lender (whether with their own funds or with proceeds of the Loans) on each date on which the Issuing Lender pays Administrative Agent notifies the Administrative Borrower of the date and amount of a draft so presented paid under any Letter of Credit for the amount of (ia) such draft so paid and (iib) any taxes, fees, charges or other costs or expenses amounts referred to in Section 3.3(c) incurred by the such Issuing Lender Bank in connection with such payment. Each Unless the Administrative Borrower shall immediately notify the Administrative Agent that the Borrowers intend to reimburse such payment drawing from other sources or funds, the Administrative Borrower shall be made deemed to the Issuing Lender at its address for notices specified herein in lawful money have timely given a Notice of the United States of America and in immediately available funds. Each unreimbursed drawing under any Letter of Credit shall constitute a request by the Borrowers, subject to the provisions of Section 2.1, Borrowing to the Administrative Agent for ABR Loans requesting that the Lenders make a Revolving Credit Loan bearing interest at the Base Rate on such date in the amount of (a) such drawing. The borrowing date with respect draft so paid and (b) any amounts referred to any in Section 3.3(c) incurred by such ABR Loans shall be the date of the remittance by the Issuing Bank of in connection with such payment, and the Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of such drawing. If ABR Loans are not available on the date when the Issuing Lender pays a draft, interest which shall be payable on applied to reimburse the Administrative Agent for the amount of the related drawing and costs and expenses. Each Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Bank for any draft paid under a Letter of Credit is absolute and all amounts remaining unpaid unconditional and shall not be affected by any circumstance whatsoever, including non–satisfaction of the conditions set forth in Section 2.3(a) or Article V. If the Borrowers under this subsection have elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Bank as provided above, the date unreimbursed amount of 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, such drawing shall bear interest at the rate which would be payable on ABR any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at such time and stated maturity, by acceleration or otherwise) until payment in full. (y) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%.Credit Agreement)

Reimbursement Obligation of the Borrowers. If any draft shall be presented for payment under any Letter of Credit, the 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 (whether with their own funds or with proceeds of the Loans) on each date on which the Issuing Lender pays notifies the Borrowers in writing of the date and amount of a draft so presented paid under any Letter of Credit for the amount of (ia) such draft so paid and (iib) any taxes, fees, charges or other costs or expenses expenses, if any, reasonably incurred by the Issuing Lender in connection with such payment. Each such payment shall be made to the Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Each unreimbursed drawing under any Letter of Credit shall constitute a request by the Borrowers, subject to the provisions of Section 2.1, to the Administrative Agent for ABR Loans in the amount of such drawing. The borrowing date with respect to any such ABR Loans shall 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 pays a draft, interest Interest shall be payable on any and all amounts remaining unpaid by the Borrowers under this subsection Article III from the date of payment of the applicable draft to but excluding the date of such amounts become payable (whether at stated maturity, by acceleration or otherwise) until 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 ABR any outstanding Loans at 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 time 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 (y) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%costs and expenses.

Reimbursement Obligation of the Borrowers. If any draft shall be presented for payment under any In order to induce the Administrative Agent to cause the Issuing Bank to issue, extend and renew each Letter of Credit, the Issuing Lender shall notify the Borrowers and the Administrative Agent of the date and the amount thereof. The Borrowers agree to reimburse or pay to the Administrative Agent for the account of the Administrative Agent and/or the Issuing Lender Bank or (whether as the case may be) the Lenders, with their own funds or with proceeds of the Loans) on respect to each date on which the Issuing Lender pays a draft so presented under any Letter of Credit issued, extended or renewed for either of the 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 Letter of Credit, and (b) the amount of (i) such draft so paid and (ii) any taxes, fees, charges or other costs or and expenses whatsoever reasonably incurred by the Issuing Bank or Administrative Agent or any Lender (without duplication of any amounts paid by the Borrowers pursuant to Section 6.2, and other than Excluded Taxes) in connection with any payment made by the Issuing Bank, Administrative Agent or any Lender under, or with respect to, such paymentLetter 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 made through the automatic funding of a Revolving Loan bearing interest at the Base Rate applicable 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) the excess of the Revolving Exposure over the Revolving Credit Limit, and (ii) such Maximum Drawing Amount, 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, and upon the reduction of the Revolving Credit Limit to zero, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit issued for the account of the 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 Issuing Lender Administrative Agent at its address for notices specified herein in lawful money of the United States of America and Administrative Agent’s Office in immediately available funds. Each unreimbursed drawing under any Letter of Credit shall constitute a request by the Borrowers, subject to the provisions of Section 2.1, to the Administrative Agent for ABR Loans in the amount of such drawing. The borrowing date with respect to any such ABR Loans shall 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 pays a draft, interest shall be payable Interest on any and all amounts remaining unpaid by the Borrowers under this subsection Section at any time from the date of payment of the applicable draft to but excluding the date of such amounts become due and payable (whether as stated in this Section, by acceleration or otherwise) until payment in full thereof, (xwhether before or after judgment) for the period commencing on the date of payment of the applicable draft shall be payable to the date which is 3 days thereafter, Administrative Agent on demand and shall accrue interest at the rate which would be payable on ABR Loans at such time and (y) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%Default Rate.

Reimbursement Obligation of the Borrowers. If In the event any draft shall be presented for payment is made under any a Letter of 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 Administrative Agent for the benefit of the date and the amount thereof. The Borrowers agree to reimburse the such Issuing Lender (whether with their own funds or with proceeds of the Loans) on each date on which the Issuing Lender pays a draft so presented under any Letter of Credit for Lender, the amount of (ia) such draft so paid and (iib) any taxes, fees, charges or other costs or expenses incurred by the 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”) 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 Payment Amount is otherwise due (the “L/C Reimbursement Date”). Each such payment shall be made to the such Issuing Lender at its address for notices specified herein provided by such Issuing Lender to the Administrative Agent and the 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 unreimbursed 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, subject to the provisions of Section 2.1, Borrowers to the Administrative Agent for ABR a borrowing pursuant to Section 2.5 of Base Rate Loans (or, at the 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 Borrowing Date with respect to any such ABR Loans borrowing shall be the first date on which a borrowing of Revolving Credit Loans (or, if applicable, Swing Line Loans) could be made, pursuant to Section 2.5 (or, if applicable, Section 2.24), if the remittance by the Issuing Bank of the proceeds Administrative Agent had received a notice of such drawing. If ABR Loans are not available on borrowing at the date when time the Administrative Agent receives notice from the relevant Issuing Lender pays a draft, interest shall be payable on any and all amounts remaining unpaid by the Borrowers of such drawing under this subsection from the date such Letter of 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 ABR Loans at such time and (y) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%Credit.

Reimbursement Obligation of the Borrowers. If any draft shall be presented for payment under any Letter of Credit, the Issuing Lender shall notify the Borrowers and the Administrative Agent of the date and the amount thereof. The Borrowers jointly and severally agree to reimburse the Issuing Lender (whether with their own funds or with proceeds of the Loans) on each date on which the Issuing Lender pays notifies the Borrowers of the date and amount of a draft so presented paid under any Letter of Credit for the amount of (ia) such draft so properly paid and (iib) any taxes, fees, charges or other costs or expenses incurred by the Issuing Lender in connection with such payment. Each such payment shall be made to the Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Each unreimbursed drawing under any Letter of Credit shall constitute a request by the Borrowers, subject to the provisions of Section 2.1, to the Administrative Agent for ABR Loans in the amount of such drawing. The borrowing date with respect to any such ABR Loans shall 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 pays a draft, interest Interest shall be payable on any and all amounts remaining unpaid by the Borrowers under this subsection Article III from the date of payment of the applicable draft to but excluding the date of such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full thereofat the rate that is provided for in the Letter of Credit Agreement. Unless the Borrowers have otherwise previously reimbursed the Issuing Lender, (x) for the period commencing then on the date of payment on which the Issuing Lender notifies the Borrowers of the applicable 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 Administrative 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 VI have been satisfied, the Lenders shall make Revolving Loans in such amount, the proceeds of which is 3 days thereafter, at shall be applied to reimburse the rate which would be payable on ABR Loans at such time Issuing Lender for the amount of the related drawing and (y) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%costs and expenses.

Reimbursement Obligation of the Borrowers. If any draft shall be presented for payment under any Letter of Credit, the 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 (whether with their own funds or with proceeds of the Loans) on each date on which the Issuing Lender pays notifies CCA REIT of the date and amount of a draft so presented paid under any Letter of Credit for the amount of (ia) such draft so paid and (iib) any taxes, fees, charges or other costs or expenses incurred by the Issuing Lender in connection with such payment. Each such payment shall be made to the Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Each unreimbursed drawing under any Letter of Credit shall constitute a request by the Borrowers, subject to the provisions of Section 2.1, to the Administrative Agent for ABR Loans in the amount of such drawing. The borrowing date with respect to any such ABR Loans shall 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 pays a draft, interest Interest shall be payable on any and all amounts remaining unpaid by the Borrowers under this subsection Article III from the date of payment of the applicable draft to but excluding the date of such amounts become payable (whether at stated maturity, by acceleration or otherwise) until 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 ABR any outstanding Base Rate Loans at 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 time 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 (y) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%costs and expenses.

Reimbursement Obligation of the Borrowers. If any draft shall be presented for payment under any Letter of Credit, the 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 (whether with their own funds or with proceeds of the Loans) on each date on which the Issuing Lender pays notifies the Borrowers of the date and amount of a draft so presented under any Letter of Credit and paid by the Issuing Lender for the amount of (ia) such draft so paid and (iib) any taxes, fees, charges or other costs or expenses incurred by the Issuing Lender in connection with such payment. Each Except as otherwise agreed by the Borrowers and the Issuing Bank, each such payment shall be made to the Issuing Lender at its address for notices specified herein in lawful money the currency in which the relevant Letter of the United States of America and Credit was issued in immediately available funds. Each unreimbursed drawing under any Letter of Credit shall constitute a request by the Borrowers, subject to the provisions of Section 2.1, to the Administrative Agent for ABR Loans in the amount of such drawing. The borrowing date with respect to any such ABR Loans shall 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 pays a draft, interest Interest shall be payable on any and all amounts remaining unpaid by the Borrowers under this subsection Section from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the rate set forth in Section 2.15(c); provided that if the Issuing Lender does not notify the Borrowers as provided for by 11:00 A.M. (Houston, Texas time) on the date such draft is paid, then for such day (and until the next Business Day) all amounts remaining unpaid in respect of payment such notice shall bear interest at the rate set forth in Section 2.15(a) or 2.15(b), as applicable. Each drawing under any Letter of Credit shall (unless an event of the applicable draft type described in clause (i) or (ii) of Section 8(f) shall have occurred and be continuing with respect to but excluding 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 (or, at the option of the 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 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 ABR Loans at such time and (y) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%drawing.

Reimbursement Obligation of the Borrowers. If any draft shall be presented for payment under any Letter of Credit, the Issuing Lender shall notify the Borrowers and the Administrative Agent of the date and the amount thereof. The Borrowers agree to reimburse each Issuing Lender, by the Issuing Lender (whether with their own funds or with proceeds of next Business Day following the Loans) on each date on which the such Issuing Lender pays a draft so presented under any Letter notifies the Borrower of Credit the date and amount of an L/C Disbursement made by such Issuing Lender, for the amount of (ia) such draft so paid L/C Disbursement and (iib) any taxes, fees, charges or other costs or expenses incurred by the 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”). Each such payment shall be made to the such Issuing Lender at its address for notices specified herein in lawful money of the United States Xxxxxx Xxxxxx of America and in immediately available funds. Each unreimbursed Interest shall be payable on each Payment Amount from the date of the applicable drawing under 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 Letter Borrower fails to so reimburse such Issuing Lender, such Borrower shall be deemed to have requested a borrowing pursuant to Section 2.05 of Credit shall constitute a request by the Borrowers, subject to the provisions of Section 2.1, to the Administrative Agent for ABR Base Rate Loans in the amount of such drawingL/C Disbursement, the making of any such borrowing to be subject to the conditions set forth in Section 5.03 (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. The borrowing date Borrowing Date with respect to any such ABR Loans borrowing shall be the first date on which a borrowing of Revolving Credit Loans that are Standby Loans could be made, pursuant to Section 2.05, if the remittance by the Issuing Bank of the proceeds Administrative Agent had received a notice of such drawing. If ABR Loans are not available on borrowing at the date when time the Administrative Agent receives notice from the relevant Issuing Lender pays a draft, interest shall be payable on any and all amounts remaining unpaid by the Borrowers of such drawing under this subsection from the date such Letter of 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 ABR Loans at such time and (y) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%Credit.

Reimbursement Obligation of the Borrowers. If any draft shall be presented for payment under any Letter of Credit, the Issuing Lender shall notify the Borrowers and the Administrative Agent of the date and the amount thereof. The Borrowers agree to reimburse the applicable Issuing Lender (whether with their own funds or with proceeds of the Loans) on each date on which the applicable Issuing Lender pays notifies the Borrowers of the date and amount of a draft so presented paid under any Letter of Credit for the amount of (i) such draft so paid and (ii) any taxes, fees, charges or other costs or expenses incurred by the applicable Issuing Lender in connection with such payment. Each such payment shall be made to the applicable Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Each unreimbursed drawing under any Letter of Credit shall constitute a request by the Borrowers, subject to the provisions of Section 2.1, to the Administrative Agent for ABR Loans in the amount of such drawing. The borrowing date with respect to any such ABR Loans shall 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 pays a draft, interest Interest shall be payable on any and all amounts remaining unpaid by the Borrowers under this subsection Article III from the date of payment of the applicable draft to but excluding the date of such amounts become payable (whether at stated maturity, by acceleration or otherwise) until 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 ABR any outstanding Base Rate Loans at 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 time date in an amount equal to the amount of such drawing and (y) thereafterany taxes, at fees, charges or other costs or expenses incurred by the rate 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 would shall be payable on ABR Loans at such time plus 2%applied to reimburse the applicable Issuing Lender for the amount of the related drawing and costs and expenses.

Reimbursement Obligation of the Borrowers. If any draft shall be presented for payment under any Letter of Credit, the Each Borrower agrees to reimburse each Issuing Lender shall notify on each date such Issuing Lender notifies the Borrowers and the Administrative Agent Company, on behalf of such Borrower, of the date and the amount thereof. The Borrowers agree to reimburse the Issuing Lender (whether with their own funds or with proceeds of the Loans) on each date on which the Issuing Lender pays a draft so presented paid under any Letter of Credit requested by the Company, on behalf of such Borrower, for the amount of (i) such draft so paid and (ii) any taxes, fees, charges or other costs or expenses incurred by the any Issuing Lender in connection with such payment. Each such payment shall be made to the any Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Each unreimbursed drawing under any Letter of Credit shall constitute a request by the Borrowers, subject to the provisions of Section 2.1, to the Administrative Agent for ABR Loans in the amount of such drawing. The borrowing date with respect to any such ABR Loans shall 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 pays a draft, interest Interest shall be payable on any and all amounts remaining unpaid by the Borrowers any Borrower under this subsection Article III from the date of payment of the applicable draft to but excluding such amounts become payable (which date shall be the date of such draft is paid, whether at stated maturity, by acceleration or otherwise) until 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 ABR any outstanding Base Rate Loans at which were then overdue. If any Borrower fails to timely reimburse such time 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 (y) thereafterto be reimbursed pursuant to this Section 3.5 and, at regardless of whether or not the rate 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 such Issuing Lender for the amount of the related drawing and costs and expenses. Notwithstanding the foregoing, nothing in this Section 3.5 shall obligate the Lenders to make such Base Rate Loans if the making of such Base Rate Loans would be payable on ABR Loans at such time plus 2%violate the automatic stay under federal bankruptcy laws.

Reimbursement Obligation of the Borrowers. If any draft shall be presented for payment under any Letter of Credit, the Each Borrower agrees to reimburse each Issuing Lender shall notify the Borrowers and through the Administrative Agent on the Business Day next succeeding the Business Day on which such Issuing Lender notifies such Borrower of the date and the amount thereof. The Borrowers agree to reimburse the Issuing Lender (whether with their own funds or with proceeds of the Loans) on each date on which the Issuing Lender pays a draft so presented under any Letter of Credit and paid by such Issuing Lender for the amount of (ia) such draft so paid and (iib) any taxes, fees, charges or other costs or expenses incurred by the such Issuing Lender in connection with such payment. Each such payment shall be made to the Issuing Lender Administrative Agent at its address for notices specified referred to herein in lawful money of the United States of America 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 that it will require reimbursement in Dollars or (y) in the absence of any such requirement that such Borrower 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 in Dollars; provided that, in the case of any such reimbursement in Dollars of any Letter or Credit denominated in a Foreign Currency, the applicable 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 of the payment of the draft presented under such Letter of Credit by the relevant Issuing Lender with respect to the amount of the drawing in the Foreign Currency promptly following the determination thereof. Each unreimbursed drawing If the applicable Borrower does not reimburse the Issuing Lender for any draft paid by the Issuing Lender under any Letter of Credit shall constitute issued by such Issuing Lender in a request by Foreign Currency on the Borrowers, subject date required pursuant to the provisions first sentence of this Section 2.12.9, the Issuing Lender shall convert such Reimbursement Obligation into Dollars at the rate of exchange then available to the Administrative Agent 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 ABR Loans such Reimbursement Obligation (in the amount of such drawingso converted). The borrowing date with respect Subject to any such ABR Loans shall 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 pays a draftnext succeeding sentence, interest shall be payable on any and all such amounts remaining unpaid by the Borrowers under this subsection from the date of on which the relevant draft is paid until payment of in full at the applicable draft to but excluding 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 thereof, (x) for the period commencing on the date of payment of the applicable draft or conversion to the date which is 3 days thereafter, Dollars as provided herein at the rate which would be payable on ABR Loans at determined by the Issuing Lender as its cost of funding such time and (y) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%payment.

Reimbursement Obligation of the Borrowers. If In the event of any draft shall be presented for payment drawing under any Letter of Credit, the 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 in same day funds (whether in the case of a New Letter of Credit, either with their own funds the proceeds of a Revolving Credit Loan as provided for in this Section 3.5 or with proceeds funds from other sources, and in the case of the LoansExisting Letter of Credit, with funds from other sources) on each date on which the Issuing Lender pays notifies the Company of the date and amount of a draft so presented paid under any Letter of Credit for Credit. The amount of the Reimbursement Obligation shall equal the amount of (ia) such draft so paid and (iib) any taxes, fees, charges or other costs or expenses amounts referred to in Section 3.3(c) incurred by the Issuing Lender in connection with such payment. Each such payment With respect to the reimbursement of a New Letter of Credit, unless the Borrowers shall be made to immediately notify the Issuing Lender at its address that the Borrowers intend to reimburse the Issuing Lender for notices specified herein in lawful money such drawing from other sources or funds, the Borrowers shall be deemed to have timely given a Notice of the United States of America and in immediately available funds. Each unreimbursed drawing under any Letter of Credit shall constitute a request by the Borrowers, subject to the provisions of Section 2.1, Borrowing to the Administrative Agent for ABR Loans requesting that the Lenders make a Revolving Credit Loan bearing interest at the Base Rate on such date in the amount of (a) such drawingdraft so paid and (b) any amounts referred to in Section 3.3(c) incurred by the Issuing Lender in connection with such payment, and the 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 the Issuing Lender for the amount of the related drawing and costs and expenses. The borrowing date Each Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section 3.5 to reimburse the Issuing Lender for any draft paid under a New Letter of Credit 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 Agreement. If 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 fail to reimburse the Issuing Lender as provided above, the unreimbursed amount of such drawing (i) with respect to any such ABR Loans New Letters of Credit shall 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 pays a draft, bear interest shall be payable on any and all amounts remaining unpaid by the Borrowers under this subsection from the date of 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 ABR any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at such time stated maturity, by acceleration or otherwise) and (yii) thereafterwith respect to the Existing Letter of Credit, shall bear interest at the rate which would be payable on ABR Loans at such time plus 2%rates set forth in the Existing Letter of Credit Documents, in each case, until payment in full.

Reimbursement Obligation of the Borrowers. If any draft shall be presented for payment under any Letter of Credit, the Each Borrower agrees to reimburse each Issuing Lender shall notify on each date such Issuing Lender notifies the Borrowers and the Administrative Agent Company, on behalf of such Borrower, of the date and the amount thereof. The Borrowers agree to reimburse the Issuing Lender (whether with their own funds or with proceeds of the Loans) on each date on which the Issuing Lender pays a draft so presented paid under any Letter of Credit requested by the Company, on behalf of such Borrower, for the amount of (i) such draft so paid and (ii) any taxes, fees, charges or other costs or expenses incurred by the any Issuing Lender in connection with such payment. Each such payment shall be made to the any Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Each unreimbursed drawing under any Letter of Credit shall constitute a request by the Borrowers, subject to the provisions of Section 2.1, to the Administrative Agent for ABR Loans in the amount of such drawing. The borrowing date with respect to any such ABR Loans shall 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 pays a draft, interest Interest shall be payable on any and all amounts remaining unpaid by the Borrowers any Borrower under this subsection Article III from the date of payment of the applicable draft to but excluding such amounts become payable (which date shall be the date of such draft is paid, whether at stated maturity, by acceleration or otherwise) until 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 ABR any outstanding Base Rate Loans at which were then overdue. If any Borrower fails to timely reimburse such time 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 (y) thereafterto be reimbursed pursuant to this Section 3.5 and, at regardless of whether or not the rate 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 such Issuing Lender for the amount of the related drawing and costs and expenses. Notwithstanding the foregoing, nothing in this Section 3.5 shall obligate the Lenders to make such Base Rate Loans if the making of such Base Rate Loans would be payable on ABR Loans at such time plus 2%violate the automatic stay under federal bankruptcy laws.

Reimbursement Obligation of the Borrowers. If any draft shall be presented for payment under any Letter of Credit, the The Borrowers jointly and severally agree to reimburse each Issuing Lender shall notify on the Business Day next succeeding the Business Day on which such Issuing Lender notifies the Borrowers and the Administrative Agent of the date and the amount thereof. The Borrowers agree to reimburse the Issuing Lender (whether with their own funds or with proceeds of the Loans) on each date on which the Issuing Lender pays a draft so presented under any Letter of Credit and paid by such Issuing Lender for the amount of (ia) such draft so paid and (iib) any taxes, fees, charges or other costs or expenses incurred by the such Issuing Lender in connection with such payment. Each such payment to be made by the Borrowers shall be made to the each Issuing Lender at its address for notices specified referred to herein in lawful money of the United States of America Dollars and in immediately available funds. Interest shall be 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 unreimbursed 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 either Borrower, in which case the procedures specified in Section 3.10 for funding by L/C Participants shall apply) constitute a request by the Borrowers, subject to the provisions of Section 2.1, relevant Borrower to the Administrative Agent for ABR a borrowing pursuant to Section 3.2 of Base Rate Loans (or, at the option of the 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 Borrowing Date with respect to any such ABR Loans borrowing shall be the first date on which a borrowing of Revolving Loans (or, if applicable, Swingline Loans) could be made, pursuant to Section 3.2 or, if applicable, Section 3.4), if the remittance by the Issuing Bank of the proceeds Administrative Agent had received a notice of such drawing. If ABR Loans are not available on borrowing at the date when time the Administrative Agent receives notice from an Issuing Lender pays a draft, interest shall be payable on any and all amounts remaining unpaid by the Borrowers of such drawing under this subsection from the date such Letter of 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 ABR Loans at such time and (y) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%Credit.

Reimbursement Obligation of the Borrowers. If In the event of any draft shall be presented for payment drawing under any Letter of Credit, the Issuing Lender shall notify the Borrowers and the Administrative Agent of the date and the amount thereof. 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 Issuing Lender (whether with their own funds or with proceeds of the Loans) on each date on which the Issuing Lender pays notifies the Borrowers of the date and amount of a draft so presented paid under any Letter of Credit for the amount of (ia) such draft so paid and (iib) any taxes, fees, charges or other costs or expenses amounts referred to in Section 3.3(c) incurred by the Issuing Lender in connection with such payment. Each such payment Unless the Borrowers shall be made to immediately notify the Issuing Lender at its address that the Borrowers intend to reimburse the Issuing Lender for notices specified herein in lawful money such drawing from other sources or funds, the Borrowers shall be deemed to have timely given a Notice of the United States of America and in immediately available funds. Each unreimbursed drawing under any Letter of Credit shall constitute a request by the Borrowers, subject to the provisions of Section 2.1, Borrowing to the Administrative Agent for ABR Loans requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on such date in the amount of (a) such drawing. The borrowing date with respect draft so paid and (b) any amounts referred to any such ABR Loans shall be the date of the remittance in Section 3.3(c) incurred by the Issuing Bank of 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 such drawing. If ABR Loans are not available on the date when which shall be applied to reimburse the Issuing Lender pays for the amount of the related drawing and costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a draftRevolving Credit Loan in accordance with this Section to reimburse the Issuing Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever; provided, interest 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 6.3 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 payable on any and all amounts remaining unpaid by conclusive evidence of the same absent actual knowledge of the Issuing Lender to the contrary at such time). If the Borrowers under this subsection have elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the date Issuing Lender as provided above, the unreimbursed amount of 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, such drawing shall bear interest at the rate which would be payable on ABR any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at such time and (ystated maturity, by acceleration or otherwise) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%until payment in full.

Reimbursement Obligation of the Borrowers. If In the event of any draft shall be presented for payment drawing under any Letter of Credit, 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 shall notify the Borrowers and the Administrative Agent of the date and the amount thereof. The Borrowers agree to reimburse the Issuing Lender (whether with their own funds or with proceeds of the Loans) on each date on which the such Issuing Lender pays notifies the Borrowers of the date and amount of a draft so presented 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 Parent shall immediately notify such Issuing Lender that the Borrowers intend to reimburse such Issuing Lender for such drawing from other sources or funds, 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 taxes, fees, charges or other costs or expenses amounts referred to in Section 3.3(c) incurred by the 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 payment shall be made to the Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Each unreimbursed drawing any draft paid under any a Letter of Credit issued by it is absolute and unconditional and shall constitute a request not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the Borrowers, subject conditions set forth in Section 2.3(a) or Article VI. If the Borrowers have elected to the provisions of Section 2.1, to the Administrative Agent for ABR Loans in pay the amount of such drawing. The borrowing date drawing with respect funds from other sources and shall fail to any reimburse such ABR Loans shall be Issuing Lender as provided above, the date of the remittance by the Issuing Bank of the proceeds unreimbursed amount of such drawing. If ABR Loans are not available on the date when the Issuing Lender pays a draft, drawing shall bear interest shall be payable on any and all amounts remaining unpaid by the Borrowers under this subsection from the date of 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 ABR any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at such time and (ystated maturity, by acceleration or otherwise) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%until payment in full.

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

Reimbursement Obligation of the Borrowers. If In the event any draft shall be presented for payment is made under any a Letter of 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 Administrative Agent for the benefit of the date and the amount thereof. The Borrowers agree to reimburse the such Issuing Lender (whether with their own funds or with proceeds of the Loans) on each date on which the Issuing Lender pays a draft so presented under any Letter of Credit for Lender, the amount of (ia) such draft so paid and (iib) any taxes, fees, charges or other costs or expenses incurred by the 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”) 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 Payment Amount is otherwise due (the “L/C Reimbursement Date”). Each such payment shall be made to the such Issuing Lender at its address for notices specified herein provided by such Issuing Lender to the Administrative Agent and the 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 unreimbursed 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, subject to the provisions of Section 2.1, Borrowers to the Administrative Agent for ABR a borrowing pursuant to Section 2.5 of Base Rate Loans (or, at the 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 Borrowing Date with respect to any such ABR Loans borrowing shall be the first date on which a borrowing of Revolving Credit Loans (or, if applicable, Swing Line Loans) could be made, pursuant to Section 2.5 (or, if applicable, Section 2.24), if the remittance by the Issuing Bank of the proceeds Administrative Agent had received a notice of such drawing. If ABR Loans are not available on borrowing at the date when time the Administrative Agent receives notice from the relevant Issuing Lender pays a draft, interest shall be payable on any and all amounts remaining unpaid by the Borrowers of such drawing under this subsection from the date such Letter of 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 ABR Loans at such time and (y) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%Credit.

Reimbursement Obligation of the Borrowers. If any draft shall be presented for payment under any Letter of CreditUnless the Borrowers are entitled to obtain a Revolving Loan in such amount on such date, the 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 (whether with their own funds or with proceeds of the Loans) on each date on which the Issuing Lender pays notifies the Borrowers of the date and amount of a draft so presented paid under any Letter of Credit for the amount of (ia) such draft so properly paid and (iib) any taxes, fees, charges or other costs or expenses incurred by the Issuing Lender in connection with such payment. Each So long as Wachovia is the Issuing Lender, each such payment shall be made at the Agent’s Office. If Wachovia is not the Issuing Lender, each such payment shall be made to the Issuing Lender at its address for notices specified herein herein. In any case, each such payment shall be made in lawful money of the United States of America and in immediately available funds. Each unreimbursed drawing under any Letter of Credit shall constitute a request by the Borrowers, subject to the provisions of Section 2.1, to the Administrative Agent for ABR Loans in the amount of such drawing. The borrowing date with respect to any such ABR Loans shall 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 pays a draft, interest Interest shall be payable on any and all amounts remaining unpaid by the Borrowers under this subsection ARTICLE III from the date of payment of the applicable draft to but excluding the date of such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full thereofat the rate that is provided for in the Letter of Credit Agreement. Unless the Borrowers have otherwise previously reimbursed the Issuing Lender, (x) for the period commencing then on the date of payment on which the Issuing Lender notifies the Borrowers of the applicable 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 is 3 days thereafter, at shall be applied to reimburse the rate which would be payable on ABR Loans at such time Issuing Lender for the amount of the related drawing and (y) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%costs and expenses.

Reimbursement Obligation of the Borrowers. If In the event of any draft shall be presented for payment drawing under any Letter of Credit, the Issuing Lender shall notify the Borrowers and the Administrative Agent of the date and the amount thereof. 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 Issuing Lender (whether with their own funds or with proceeds of the Loans) on each date on which the Issuing Lender pays notifies the Borrowers of the date and amount of a draft so presented paid under any Letter of Credit for the amount of (ia) such draft so paid and (iib) any taxes, fees, charges or other costs or expenses amounts referred to in Section 3.03(c) incurred by the Issuing Lender in connection with such payment. Each such payment Unless the Borrowers shall be made to immediately notify the Issuing Lender at its address that the Borrowers intend to reimburse the Issuing Lender for notices specified herein in lawful money such drawing from other sources or funds, the Borrowers shall be deemed to have timely given a Notice of the United States of America and in immediately available funds. Each unreimbursed drawing under any Letter of Credit shall constitute a request by the Borrowers, subject to the provisions of Section 2.1, Borrowing to the Administrative Agent for ABR Loans requesting that the Lenders make a Revolving Credit Loan bearing interest at the Base Rate on such date in the amount of (a) such drawing. The borrowing date with respect draft so paid and (b) any amounts referred to any such ABR Loans shall be the date of the remittance in Section 3.03(c) incurred by the Issuing Bank of Lender in connection with such payment, and the Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of such drawing. If ABR Loans are not available on the date when which shall be applied to reimburse the Issuing Lender pays for the amount of the related drawing and costs and expenses. Each Lender acknowledges and agrees that its obligation to fund a draftRevolving Credit Loan in accordance with this Section to reimburse the Issuing Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, interest shall be payable on any and all amounts remaining unpaid by including non-satisfaction of the conditions set forth in Section 2.03(a) or Article V. If the Borrowers under this subsection have elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the date Issuing Lender as provided above, the unreimbursed amount of 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, such drawing shall bear interest at the rate which would be payable on ABR any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at such time and (ystated maturity, by acceleration or otherwise) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%until payment in full.

Reimbursement Obligation of the Borrowers. If In the event of any draft shall be presented for payment drawing under any Letter of Credit, the Issuing Lender shall notify the Borrowers jointly and the Administrative Agent of the date and the amount thereof. The Borrowers 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 Issuing Lender (whether with their own funds or with proceeds of the Loans) on each date on which the Issuing Lender pays notifies the Borrowers of the date and amount of a draft so presented paid under any Letter of Credit for the amount of (ia) such draft so paid and (iib) any taxes, fees, charges or other costs or expenses amounts referred to in Section 3.3(c) incurred by the Issuing Lender in connection with such payment. Each such payment Unless the Borrowers shall be made to immediately notify the Issuing Lender at its address that the Borrowers intend to reimburse the Issuing Lender for notices specified herein in lawful money such drawing from other sources or funds, the Borrowers shall be deemed to have timely given a Notice of the United States of America and in immediately available funds. Each unreimbursed drawing under any Letter of Credit shall constitute a request by the Borrowers, subject to the provisions of Section 2.1, Revolving Credit/Swingline Borrowing to the Administrative Agent for ABR Loans requesting that the Lenders make a Revolving Credit Loan bearing interest at the Base Rate on such date in the amount of (a) such drawing. The borrowing date with respect draft so paid and (b) any amounts referred to any such ABR Loans shall be the date of the remittance in Section 3.3(c) incurred by the Issuing Bank of Lender in connection with such payment, and the Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of such drawing. If ABR Loans are not available on the date when which shall be applied to reimburse the Issuing Lender pays for the amount of the related drawing and costs and expenses. Each Lender acknowledges and agrees that its obligation to fund a draftRevolving Credit Loan in accordance with this Section 3.5 to reimburse the Issuing Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, interest shall be payable on any and all amounts remaining unpaid by including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If the Borrowers under this subsection have elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the date Issuing Lender as provided above, the unreimbursed amount of 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, such drawing shall bear interest at the rate which would be payable on ABR any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at such time and (ystated maturity, by acceleration or otherwise) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%.until payment in full. SECTION 3.6

Reimbursement Obligation of the Borrowers. If In the event of any draft shall be presented for payment drawing under any Letter of Credit, the Issuing Lender shall notify the Borrowers and the Administrative Agent of the date and the amount thereof. 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 Issuing Lender (whether with their own funds or with proceeds of the Loans) on each date on which the Issuing Lender pays notifies the Borrowers of the date and amount of a draft so presented paid under any Letter of Credit for the amount of (ia) such draft so paid and (iib) any taxes, fees, charges or other costs or expenses amounts referred to in Section 3.03(c) incurred by the Issuing Lender in connection with such payment. Each such payment Unless the Borrowers shall be made to immediately notify the Issuing Lender at its address that the Borrowers intend to reimburse the Issuing Lender for notices specified herein in lawful money such drawing from other sources or funds, the Borrowers shall be deemed to have timely given a Notice of the United States of America and in immediately available funds. Each unreimbursed drawing under any Letter of Credit shall constitute a request by the Borrowers, subject to the provisions of Section 2.1, Borrowing to the Administrative Agent for ABR Loans requesting that the applicable Lenders make a Revolving Credit Loan bearing interest at the Base Rate on such date in the amount of (a) such drawing. The borrowing date with respect draft so paid and (b) any amounts referred to any such ABR Loans shall be the date of the remittance in Section 3.03(c) incurred by the Issuing Bank of Lender in connection with such payment, and the applicable Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of such drawing. If ABR Loans are not available on the date when which shall be applied to reimburse the Issuing Lender pays for the amount of the related drawing and costs and expenses. Each Lender acknowledges and agrees that its obligation to fund a draftRevolving Credit Loan in accordance with this Section to reimburse the Issuing Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, interest shall be payable on any and all amounts remaining unpaid by including non-satisfaction of the conditions set forth in Section 2.03(a) or Article V. If the Borrowers under this subsection have elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the date Issuing Lender as provided above, the unreimbursed amount of 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, such drawing shall bear interest at the rate which would be payable on ABR any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at such time and (ystated maturity, by acceleration or otherwise) thereafter, at the rate which would be payable on ABR Loans at such time plus 2%until payment in full.