Common use of Reimbursement Obligation of the Borrowers Clause in Contracts

Reimbursement Obligation of the Borrowers. (a) Each Borrower agrees to reimburse the Issuing Lender on each date on which the Issuing Lender notifies such Borrower of the date and amount of a draft or other demand for payment presented under any Letter of Credit issued for its account and paid by the Issuing Lender for the amount in the currency of such Letter of Credit of (i) such draft or other demand so paid (which reimbursement may be effected through the procedure described in Section 3.5(c)) and (ii) any taxes, fees, charges or other costs or expenses (including post-judgment 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 the currency of such Letter of Credit and in immediately available funds. (b) Interest shall be payable on the Dollar Equivalent of any and all amounts remaining unpaid by the applicable Borrower under this Article III from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the rate which would be payable on any outstanding ABR Loans which were then overdue. (c) Each drawing under any Letter of Credit denominated in Dollars shall constitute a request by the applicable Borrower to the Administrative Agent for a borrowing pursuant to Section 2.2(d) of ABR Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the date of such drawing.

Reimbursement Obligation of the Borrowers. (a) Each Borrower agrees to reimburse the Issuing Lender on each date on which the Issuing Lender notifies such Borrower of the date and amount of a If any draft or other demand for payment presented is paid under any Letter of Credit issued for its account and paid by Credit, the applicable Borrower shall reimburse the Applicable Issuing Lender Party for the amount in the currency of such Letter of Credit of (ia) such the draft or other demand so paid (which reimbursement may be effected through the procedure described in Section 3.5(c)) and (iib) any taxes, fees, charges or other costs or expenses (including post-judgment taxes, fees, charges or other costs or expenses) incurred by the such Applicable Issuing Lender Party in connection with such payment, not later than 12:00 Noon, New York City time, on (i) the Business Day that such Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or (ii) if clause (i) above does not apply, the Business Day immediately following the day that such Borrower receives such notice. Each such payment under a Letter of Credit denominated in Dollars shall be made to the Applicable Issuing Lender Party at its address for notices specified herein (or as otherwise specified) in the currency of such Letter of Credit and Dollars in immediately available funds. . Each such payment under a Letter of Credit denominated in Pounds Sterling shall be made to the Applicable Issuing Party at its address for notices specified herein (bor as otherwise specified) in Pounds Sterling in immediately available funds. Interest shall be payable on the Dollar Equivalent of any and all such amounts remaining unpaid by the applicable Borrower under this Article III from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) on which the relevant draft is paid until payment in full at the rate which would be payable on any outstanding ABR Loans which were then overdue. set forth in (cx) Each drawing under any Letter of Credit denominated in Dollars shall constitute a request by until the applicable Borrower to the Administrative Agent for a borrowing pursuant to Section 2.2(d) of ABR Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be Business Day next succeeding the date of the relevant notice, Section 2.8(b) and (y) thereafter, Section 2.8(c). In the case of payments made under this Section 3.5 in respect of Several Letters of Credit, the L/C Administrator shall distribute such drawingpayments to the applicable Lenders promptly upon receipt in like funds as received.

Reimbursement Obligation of the Borrowers. In order to induce the L/C Issuer to issue, extend and renew each Letter of Credit and the Revolving Credit Lenders to participate therein, the applicable Borrower hereby agrees to reimburse or pay to the L/C Issuer, for the account of the L/C Issuer or (as the case may be) the Revolving Credit Lenders, with respect to each Letter of Credit issued, extended or amended by the L/C Issuer for the account of such Borrower or its Subsidiary hereunder, (a) Each Borrower agrees to reimburse the Issuing Lender except as otherwise expressly provided in §4.2(b) and (c), not later than 11:00 a.m. (Boston time) on each date on which the Issuing Lender notifies such Borrower of the date and amount of a that any draft or other demand for payment presented under any Letter of Credit issued for its account and paid by the Issuing Lender for the amount in the currency of such Letter of Credit of is honored (the “Honor Date”) by the L/C Issuer, or the L/C Issuer otherwise makes a payment with respect thereto, (i) the amount paid by the L/C Issuer under or with respect to such draft or other demand so paid (which reimbursement may be effected through the procedure described in Section 3.5(c)) Letter of Credit, and (ii) the amount of any taxes, fees, charges or other costs or and expenses (including post-judgment taxes, fees, charges or other costs or expenses) whatsoever incurred by the Issuing L/C Issuer or any Lender in connection with any payment made by the L/C Issuer or any Lender under, or with respect to, such paymentLetter of Credit, (b) upon the reduction (but not termination) of the Total Commitment to an amount less than the Maximum Drawing Amount, an amount equal to such difference, which amount shall be held by the Administrative Agent for the benefit of the Lenders and the L/C Issuer as Cash Collateral for all Reimbursement Obligations, and (c) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with §13, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Administrative Agent for the benefit of the Lenders and the L/C Issuer as Cash Collateral for all Reimbursement Obligations. Each such payment shall be made to the Issuing Lender L/C Issuer at its address for notices specified herein in the currency of such Letter of Credit and Administrative Agent's Office in immediately available funds. (b) . Interest shall be payable on the Dollar Equivalent of any and all amounts remaining unpaid by the applicable Borrower under this Article III §4.2 at any time from the date such amounts become due and payable (whether at as stated maturityin this §4.2, by acceleration or otherwise) until payment in full (whether before or after judgment) shall be payable to the Administrative Agent, for the benefit of the Lenders and the L/C Issuer, on demand at the rate which would be payable specified in §5.10 for overdue principal on any outstanding ABR Loans which were then overduethe Revolving Credit Loans. (c) Each drawing under any Letter of Credit denominated in Dollars shall constitute a request by the applicable Borrower to the Administrative Agent for a borrowing pursuant to Section 2.2(d) of ABR Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the date of such drawing.

Reimbursement Obligation of the Borrowers. (a) Each Borrower agrees to reimburse the Issuing Lender Lender, in the relevant currency, on each date on which the Issuing Lender notifies such Borrower of the date and amount of a draft or other demand for payment presented under any Letter of Credit issued for its account at the request of such Borrower and paid by the Issuing Lender for the amount in the currency of such Letter of Credit of (i) such draft or other demand so paid (which reimbursement may be effected through the procedure described in Section 3.5(c)) and (ii) any taxes, fees, charges or other costs or expenses (including post-judgment 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 Canada or the currency United States of such Letter of Credit America, as the case may be, and in immediately available funds. (b) Interest shall be payable on the Dollar Equivalent of any and all amounts remaining unpaid by the applicable Borrower under this Article III from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the rate which would be payable on any outstanding ABR Loans (with respect to amounts due in Dollars) or Cdn Prime Loans (with respect to amounts due in Cdn Dollars) which were then overdue. (c) Each drawing under any Letter of Credit denominated in Dollars shall constitute a request by the applicable Borrower to the Administrative Agent for a borrowing pursuant to Section 2.2(d) of ABR Loans (if the relevant Letter of Credit is denominated in Dollars) or Cdn Prime Loans (if the relevant Letter of Credit is denominated in Cdn Dollars) in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the date of such drawing.

Reimbursement Obligation of the Borrowers. (a) Each Borrower agrees The Borrowers jointly and severally agree to reimburse the Issuing Lender on each date on which the Issuing Lender notifies such the Designated Borrower of the date and amount of a draft or other demand for payment presented under any Letter of Credit issued for its account and paid by the Issuing Lender for the amount in the currency of such Letter of Credit of (ia) such draft or other demand so paid (which reimbursement may be effected through the procedure described in Section 3.5(c)) and (iib) any taxes, fees, charges or other costs or expenses (including post-judgment 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 currency of such Letter of Credit United States and in immediately available funds. (b) . Interest shall be payable on the Dollar Equivalent of any and all amounts remaining unpaid by the applicable Borrower Borrowers under this Article III Section from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the rate which would be payable on any outstanding ABR Loans which were then overdue. (c) set forth in Section 2.15(c). Each drawing under any Letter of Credit denominated in Dollars shall constitute a request by the applicable Designated Borrower to the Administrative Agent for a borrowing pursuant to Section 2.2(d2.6 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 2.25 of Swing Line Loans) of ABR Loans in the amount of such drawing, the proceeds of such Loans to be applied to reimburse such drawing. The Borrowing Date with respect to such borrowing shall be the date of such drawing.

Reimbursement Obligation of the Borrowers. (a) Each Borrower agrees to reimburse the Issuing Lender on each date on which the Issuing Lender notifies such the relevant Borrower of the date and amount of a draft or other demand for payment presented under any Letter of Credit issued for its account and paid by the Issuing Lender for the amount in the currency of such Letter of Credit of (ia) such draft or other demand so paid (which reimbursement may be effected through the procedure described in Section 3.5(c)) and (iib) any taxes, fees, charges or other costs or expenses (including post-judgment 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 or in the currency of such Letter of Credit relevant Optional Currency, as the case maybe, and in immediately available funds. (b) . Interest shall be payable on the Dollar Equivalent of any and all amounts remaining unpaid by the applicable relevant Borrower under this Article III from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the rate which would be payable 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 any outstanding ABR Loans which were the date such draft is paid, then overdue. for such day (cand until the next Business Day) all amounts remaining unpaid in respect of such notice shall bear interest the rate set forth in Section 2.15(c). Each drawing under any Letter of Credit denominated shall (unless an event of the type described in Dollars clause (i) or (ii) of Section 8(f) shall have occurred and be continuing with respect to 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 the applicable such Borrower to the Administrative Agent for a borrowing pursuant to Section 2.2(d) 2.5 of ABR Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the date of such drawing.

Reimbursement Obligation of the Borrowers. (a) Each Borrower agrees to reimburse the Issuing Lender on each date on which the Issuing Lender notifies such the relevant Borrower of the date and amount of a draft or other demand for payment presented under any Letter of Credit issued for its account and paid by the Issuing Lender for the amount in the currency of such Letter of Credit of (ia) such draft or other demand so paid (which reimbursement may be effected through the procedure described in Section 3.5(c)) and (iib) any taxes, fees, charges or other costs or expenses (including post-judgment 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 or in the currency of such Letter of Credit relevant Optional Currency, as the case maybe, and in immediately available funds. (b) . Interest shall be payable on the Dollar Equivalent of any and all amounts remaining unpaid by the applicable relevant Borrower under this Article III from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the rate which would be payable set forth in Section 2.12(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 any outstanding ABR Loans which were the date such draft is paid, then overdue. for such day (cand until the next Business Day) all amounts remaining unpaid in respect of such notice shall bear interest the rate set forth in Section 2.12(c). Each drawing under any Letter of Credit denominated shall (unless an event of the type described in Dollars clause (i) or (ii) of Section 8(f) shall have occurred and be continuing with respect to 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 the applicable such Borrower to the Administrative Agent for a borrowing pursuant to Section 2.2(d) 2.2 of ABR Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the date of such drawing.

Reimbursement Obligation of the Borrowers. In order to induce the Agent to issue, extend and renew each Letter of Credit and the Banks to participate therein, the Borrowers hereby agree to reimburse or pay to the Agent with respect to each Letter of Credit issued, extended or renewed by the Agent hereunder as follows: (a) Each Borrower agrees to reimburse the Issuing Lender on each date on which the Issuing Lender notifies such Borrower of the date and amount of a that any draft or other demand for payment presented under any Letter of Credit issued for its account and is honored by the Agent or the Agent otherwise makes payment with respect thereto, (i) the amount paid by the Issuing Lender for the amount in the currency of Agent under or with respect to such Letter of Credit of (i) such draft or other demand so paid (which reimbursement may be effected through the procedure described in Section 3.5(c)) Credit, and (ii) the amount of any taxes, fees, charges or other costs or and expenses (including post-judgment taxes, fees, charges or other costs or expenses) whatsoever incurred by the Issuing Lender Agent or any Bank in connection with such payment. Each such any payment shall be made to by the Issuing Lender at its address for notices specified herein in the currency of Agent or any Bank under, or with respect to, such Letter of Credit; provided however, if the Borrowers do not reimburse the Agent on the Drawdown Date, such amount shall, provided that no Event of Default under Sections 12.1(h) or 12.1(i) has occurred, become automatically a Revolving Credit and Loan which is a Base Rate Loan advanced hereunder in immediately available funds.an amount equal to such sum; and (b) Interest upon the Maturity Date, or the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations in accordance with Section 12, an amount equal to the Maximum Drawing Amount, which amount shall be payable on the Dollar Equivalent of any and all amounts remaining unpaid held by the applicable Borrower under this Article III from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the rate which would be payable on any outstanding ABR Loans which were then overdue. (c) Each drawing under any Letter of Credit denominated in Dollars shall constitute a request by the applicable Borrower to the Administrative Agent for a borrowing pursuant to Section 2.2(d) the benefit of ABR Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be Banks and the date of such drawingAgent as cash collateral for all Reimbursement Obligations.

Reimbursement Obligation of the Borrowers. (a) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Issuing Lender shall notify the Borrower Representative and the Administrative Agent thereof. Each Borrower hereby agrees to reimburse the Issuing Lender on each date on which (through the Administrative Agent) upon receipt by the Borrower Representative of notice from the Issuing Lender notifies such Borrower of the date and amount of a draft or other demand for payment presented under any Letter of Credit issued for on its account behalf and paid by the Issuing Lender Lender, for the amount in the currency of such Letter of Credit of (i) such draft or other demand so paid (which reimbursement may be effected through the procedure described in Section 3.5(c)) and (ii) any taxes, fees, charges or other costs or expenses (including post-judgment taxes, fees, charges or other costs or expenses) reasonably incurred by the Issuing Lender in connection with such payment. Each such payment shall be made to the Administrative Agent for the account of the Issuing Lender at its address for notices specified herein in the currency of such Letter of Credit and in immediately available funds, on the date which is two Business Days after the Borrower Representative receives such notice. (b) Interest shall be payable on the Dollar Equivalent of any and all amounts remaining unpaid by the applicable Borrower (or by the Borrower Representative on behalf of the applicable Borrower) under this Article III subsection 3.5 (i) from the date the draft presented under the affected Letter of Credit is paid to the date on which the applicable Borrower is required to pay such amounts become pursuant to paragraph (a) above at the rate which would then be payable on any outstanding ABR Loans that are Tranche A Loans and (whether at stated maturity, by acceleration or otherwiseii) thereafter until payment in full at the rate which would be payable on any outstanding ABR Loans that are Tranche A Loans which were then overdue. (c) Each drawing under any Letter of Credit denominated in Dollars shall constitute a request by the applicable Borrower to the Administrative Agent for a borrowing pursuant to Section 2.2(d) of ABR Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the date of such drawing.

Reimbursement Obligation of the Borrowers. (a) Each applicable Borrower agrees to reimburse the relevant Issuing Lender on in U.S. Dollars (in the case of any Letter of Credit denominated in a Foreign Currency, in an amount equal to the Dollar Equivalent of such draft) no later than the first Business Day following each date on which the such Issuing Lender notifies such Borrower of the date and amount of a draft or other demand for payment presented under any Letter of Credit issued for its the account of such Borrower (or for the joint and several account of such Borrower and any Subsidiary) and paid by the such Issuing Lender for the amount in the currency of such Letter of Credit of (ia) such draft or other demand so paid (which reimbursement may be effected through the procedure described in Section 3.5(c)) and (iib) any taxes, fees, charges or other costs or expenses (including post-judgment 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 relevant Issuing Lender at its address for notices specified herein in lawful money of the currency of such Letter of Credit United States and in immediately available funds. (b) . Interest shall be payable on the Dollar Equivalent of any and all amounts remaining unpaid by the applicable Borrower under this Article III Section from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the rate which would set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.16(c) and (ii) thereafter, Section 2.16(d). The Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.7 or 2.8 that any payment required pursuant to this Section 3.5 be payable on financed with a Revolving Loan or a Swingline Loan in an equivalent amount (any outstanding ABR Loans which were then overdue. (c) Each drawing under any such Borrowing, a “Letter of Credit denominated in Dollars Reimbursement Loan”) and, to the extent so financed, the obligation of the Borrowers to make such payment shall constitute a request be discharged and replaced by the applicable Borrower to the Administrative Agent for a borrowing pursuant to Section 2.2(d) of ABR Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the date of such drawingresulting Revolving Loan or Swingline Loan.

Reimbursement Obligation of the Borrowers. (a) Each Borrower agrees to reimburse the Issuing Lender on each date on which the Issuing Lender notifies such the relevant Borrower of the date and amount of a draft or other demand for payment presented under any Letter of Credit issued for its account and paid by the Issuing Lender for the amount in the currency of such Letter of Credit of (ia) such draft or other demand so paid (which reimbursement may be effected through the procedure described in Section 3.5(c)) and (iib) any taxes, fees, charges or other costs or expenses (including post-judgment 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 or in the currency of such Letter of Credit relevant Optional Currency, as the case maybe, and in immediately available funds. (b) . Interest shall be payable on the Dollar Equivalent of any and all amounts remaining unpaid by the applicable relevant Borrower under this Article III from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the rate which would be payable 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 any outstanding ABR Loans which were the date such draft is paid, then overdue. for such day (cand until the next Business Day) all amounts remaining unpaid in respect of such notice shall bear interest the rate set forth in Section 2.15(d). Each drawing under any Letter of Credit denominated shall (unless an event of the type described in Dollars clause (i) or (ii) of Section 8(f) shall have occurred and be continuing with respect to 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 the applicable such Borrower to the Administrative Agent for a borrowing pursuant to Section 2.2(d) 2.5 of ABR Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the date of such drawing.

Reimbursement Obligation of the Borrowers. (a) Each Borrower agrees to reimburse the Issuing Lender on each date on which the Issuing Lender notifies such the relevant Borrower of the date and amount of a draft or other demand for payment presented under any Letter of Credit issued for its account and paid by the Issuing Lender for the amount in the currency of such Letter of Credit of (ia) such draft or other demand so paid (which reimbursement may be effected through the procedure described in Section 3.5(c)) and (iib) any taxes, fees, charges or other costs or expenses (including post-judgment 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 or in the currency of such Letter of Credit relevant Optional Currency, as the case maybe, and in immediately available funds. (b) . Interest shall be payable on the Dollar Equivalent of any and all amounts remaining unpaid by the applicable relevant Borrower under this Article III from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the rate which would be payable 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 any outstanding ABR Loans which were the date such draft is paid, then overdue. for such day (cand until the next Business Day) all amounts remaining unpaid in respect of such notice shall bear interest the rate set forth in Section 2.15(c). Each drawing under any Letter of Credit denominated shall (unless an event of the type described in Dollars clause (i) or (ii) of Section 8(f) shall have occurred and be continuing with respect to 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 the applicable such Borrower to the Administrative Agent for a borrowing pursuant to Section 2.2(d) 2.5 of ABR Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the date of such drawing.

Reimbursement Obligation of the Borrowers. In order to induce the Issuing Bank to issue, extend and renew Letters of Credit and the Revolving Credit Lenders to participate therein, the Borrowers, hereby jointly and severally agree, in accordance with and subject to the provisions of ss.5.12, to reimburse or pay to the Issuing Bank with respect to each Letter of Credit issued, extended or renewed by the Issuing Bank hereunder as follows: (a) Each Borrower agrees to reimburse the Issuing Lender on each date on which the Issuing Lender notifies such Borrower of the date and amount of a that any draft or other form of demand for payment presented under any Letter of Credit issued for its account and is honored by the Issuing Bank or the Issuing Bank otherwise makes payment with respect thereto, (i) the amount paid by the Issuing Lender for the amount in the currency of Bank under or with respect to such Letter of Credit of (i) such draft or other demand so paid (which reimbursement may be effected through the procedure described in Section 3.5(c)) Credit, and (ii) the amount of any taxes, fees, charges or other costs or and expenses (including post-judgment taxes, fees, charges or other costs or expenses) whatsoever incurred by the Issuing Bank or any Revolving Credit Lender in connection with such payment. Each such any payment shall be made to by the Issuing Bank or any Revolving Credit Lender at its address for notices specified herein in the currency of under, or with respect to, such Letter of Credit; PROVIDED HOWEVER, if the Borrowers do not reimburse the Issuing Bank on the Drawdown Date, such amount shall, provided that no Event of Default under ss.ss.13.1(g) or 13.1(h) has occurred, become automatically a Revolving Credit and Loan which is a Base Rate Loan advanced hereunder in immediately available funds.an amount equal to such sum; and (b) Interest upon the Revolving Credit Maturity Date or the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations in accordance with ss.13, an amount equal to the Maximum Drawing Amount, which amount shall be payable on the Dollar Equivalent of any and all amounts remaining unpaid paid by the applicable Borrower under this Article III from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the rate which would be payable on any outstanding ABR Loans which were then overdue. (c) Each drawing under any Letter of Credit denominated in Dollars shall constitute a request by the applicable Borrower Borrowers to the Administrative Agent as cash collateral for a borrowing pursuant to Section 2.2(d) of ABR Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the date of such drawingReimbursement Obligations.

Reimbursement Obligation of the Borrowers. In order to induce the Bank to issue, extend and renew each Letter of Credit, the Borrowers hereby agree to reimburse or pay to the Bank, with respect to each Letter of Credit issued, extended or renewed by the Bank hereunder, (a) Each Borrower agrees to reimburse the Issuing Lender except as otherwise expressly provided in §4.2(b) and (c), on each date on which the Issuing Lender notifies such Borrower of the date and amount of a that any draft or other demand for payment presented under any Letter of Credit issued for its account and paid by the Issuing Lender for the amount in the currency of such Letter of Credit of is honored by the Bank, or the Bank or otherwise makes a payment with respect thereto, (i) the amount paid by the Bank under or with respect to such draft or other demand so paid (which reimbursement may be effected through the procedure described in Section 3.5(c)) Letter of Credit, and (ii) the amount of any taxestaxes (other than Excluded Taxes), fees, charges or other costs or and expenses (including post-judgment taxes, fees, charges or other costs or expenses) whatsoever incurred by the Issuing Lender Bank in connection with any payment made by the Bank under, or with respect to, such paymentLetter of Credit, (b) upon the reduction (but not termination) of the Revolving Credit A Commitment to an amount less than the Maximum Drawing Amount, an amount equal to such difference, which amount shall be held by the Bank as cash collateral for all Reimbursement Obligations, and (c) upon the termination of the Revolving Credit A Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with §12, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Bank as cash collateral for all Reimbursement Obligations. Each such payment shall be made to the Issuing Lender Bank at its address for notices specified herein the Bank's Head Office in the currency of such Letter of Credit and in immediately available funds. (b) Same Day Funds. Interest shall be payable on the Dollar Equivalent of any and all amounts remaining unpaid by the applicable Borrower Borrowers under this Article III §4.2 at any time from the date such amounts become due and payable (whether at stated maturityin this §4.2, by acceleration or otherwise) until payment in full (whether before or after judgment) shall be payable to the Bank on demand at the rate which would be payable specified in §5.11 for overdue principal on any outstanding ABR Loans which were then overduePrime Rate Loans. (c) Each drawing under any Letter of Credit denominated in Dollars shall constitute a request by the applicable Borrower to the Administrative Agent for a borrowing pursuant to Section 2.2(d) of ABR Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the date of such drawing.

Reimbursement Obligation of the Borrowers. (a) Each Borrower agrees ----------------------------------------- to reimburse the Issuing Lender on each date on which the Issuing Lender notifies such Borrower of the date and amount of a draft or other demand for payment presented under any Letter of Credit issued for its the account of such Borrower and paid by the Issuing Lender for the amount in the currency of such Letter of Credit of (ia) such draft or other demand so paid (which reimbursement may be effected through the procedure described in Section 3.5(c)) and (iib) any taxes, fees, charges or other costs or expenses (including post-judgment 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 currency United States of such Letter of Credit America and in immediately available funds. (b) . Interest shall be payable on the Dollar Equivalent of any and all amounts remaining unpaid by the applicable Borrower Borrowers under this Article III Section from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the rate which would be payable on any outstanding ABR Loans which were then overdue. (c) set forth in Section 2.14(c). Each drawing under any Letter of Credit denominated shall (unless an event of the type described in Dollars clause (i) or (ii) of Section 8(f) shall have occurred and be continuing with respect to either of 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 applicable relevant Borrower to the Administrative Agent for a borrowing pursuant to Section 2.2(d) 2.5 of ABR Loans (or, at the option of each of the Administrative Agent and the Swing Line Lender in its respective 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 such drawing.

Reimbursement Obligation of the Borrowers. (a) Each Borrower agrees to reimburse the each Issuing Lender on each date the next Business Day after that on which the such Issuing Lender notifies such Borrower of the date and amount of a draft or other demand for payment presented under any Letter of Credit issued for its the account of such Borrower and paid by the such Issuing Lender for the amount of (a) such draft so paid in the currency of such Letter of Credit of (i) such draft or other demand so paid (which reimbursement may be effected through the procedure described in Section 3.5(c)) payment and (iib) any taxesnon-Excluded Taxes, fees, charges or other costs or expenses (including post-judgment 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 such Issuing Lender at its address for notices specified referred to herein in US Dollars or Canadian Dollars, as the currency of such Letter of Credit case may be, and in immediately available funds. (b) , provided that the Borrowers may request in accordance with Section 2.2 that such payment be financed with US Revolving Loans or Canadian Revolving Loans, as applicable, in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting US Revolving Loans or Canadian Revolving Loans. Interest shall be payable on the Dollar Equivalent of any and all such amounts remaining unpaid by the applicable Borrower under this Article III from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) on which the relevant draft is paid until payment in full at the rate which would be payable on any outstanding ABR Loans which were then overdue. set forth in (ci) Each drawing under any Letter of Credit denominated in Dollars shall constitute a request by until the applicable Borrower to the Administrative Agent for a borrowing pursuant to Section 2.2(d) of ABR Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be Business Day next succeeding the date of such drawingthe relevant notice, Section 2.13(c) in the case of US Dollar-denominated Letters of Credit issued for the account of a US Borrower, Section 2.13(b) in the case of US Dollar-denominated Letters of Credit issued for the account of the Canadian Borrower, Section 2.13(d) in the case of Canadian Dollar-denominated Letters of Credit issued for the account of a US Borrower and in the case of Canadian Dollar-denominated Letters of Credit issued for the account of the Canadian Borrower and (ii) thereafter, Section 2.13(f).

Reimbursement Obligation of the Borrowers. (a) Each Borrower agrees The Borrowers jointly and severally agree to reimburse the Issuing Lender on each date on which the Issuing Lender notifies such Borrower the Borrowers of the date and amount of a draft or other demand for payment presented paid under any Letter of Credit issued for its account and paid by the Issuing Lender for the amount in the currency of such Letter of Credit of (ia) such draft or other demand so properly paid (which reimbursement may be effected through the procedure described in Section 3.5(c)) and (iib) any taxes, fees, charges or other costs or expenses (including post-judgment 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 currency of such Letter of Credit United States and in immediately available funds. (b) . Interest shall be payable on the Dollar Equivalent of any and all amounts remaining unpaid by the applicable Borrower Borrowers under this Article III from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the rate that is provided for in the Letter of Credit Agreement. Unless the Borrowers have otherwise previously reimbursed the Issuing Lender, then on the date on which would be payable on any outstanding ABR Loans which were then overdue. (c) Each drawing the Issuing Lender notifies the Borrowers of the date and amount of a draft paid under any Letter of Credit denominated in Dollars Credit, the Borrowers shall constitute be deemed to have timely given a request by the applicable Borrower Notice of Borrowing hereunder to the Administrative Agent for requesting the Lenders to make a borrowing pursuant Revolving Loan on such date in an amount equal to Section 2.2(d) of ABR Loans in the amount of such drawing. The Borrowing Date with respect to drawing and, regardless of whether the conditions precedent specified in Article VI have been satisfied, the Lenders shall make Revolving Loans in such borrowing amount, the proceeds of which shall be applied to reimburse the date Issuing Lender for the amount of such drawingthe related drawing and costs and expenses.

Reimbursement Obligation of the Borrowers. In order to induce the Issuing Bank to issue, extend and renew each Letter of Credit and the Banks to participate therein, the Borrowers hereby jointly and severally agree to reimburse or pay to the Administrative Agent, for the account of the Issuing -33- Bank or (as the case may be) the Banks, with respect to each Letter of Credit issued, extended or renewed by the Issuing Bank hereunder, (a) Each Borrower agrees to reimburse the Issuing Lender except as otherwise expressly provided in ss.4.2(b) and (c), on each date on which the Issuing Lender notifies such Borrower of the date and amount of a draft or other demand for payment that any drafT presented under any such Letter of Credit issued for its account and is honored by the Issuing Bank, or the Issuing Bank otherwise makes a payment with respect thereto, (i) the amount paid by the Issuing Lender for the amount in the currency of Bank under or with respect to such Letter of Credit of (i) such draft or other demand so paid (which reimbursement may be effected through the procedure described in Section 3.5(c)) Credit, and (ii) the amount of any taxes, fees, charges or other costs or and expenses (including post-judgment taxes, fees, charges or other costs or expenses) whatsoever incurred by the Issuing Lender Bank or any other Bank in connection with any payment made by the Issuing Bank or any other Bank under, or with respect to, such paymentLetter of Credit, (b) upon the reduction (but not termination) of the Total Commitment to an amount less than the Maximum Drawing Amount of all Letters of Credit, an amount equal to 105% of such difference, which amount shall be held by the Issuing Bank for the benefit of the Banks and the Issuing Bank as cash collateral for all Obligations, and (c) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with ss.15, or the occurrence of thE Termination Declaration Date, an amount equal to 105% of the then Maximum Drawing Amount of all Letters of Credit, which amount shall be held by the Issuing Bank for the benefit of the Banks and the Issuing Bank as cash collateral for all Obligations. Each such payment shall be made to the Issuing Lender Administrative Agent at its address for notices specified herein in the currency of such Letter of Credit and Administrative Agent's Office in immediately available funds. (b) Interest funds and shall be payable promptly remitted by the Administrative Agent to the Issuing Bank or such other Bank entitled thereto. Interest on the Dollar Equivalent of any and all amounts remaining unpaid by the applicable Borrower Borrowers under this Article III ss.4.2 at any timE from the date such amounts become due and payable (whether at as stated maturityin this ss.4.2, by acceleration or otherwise) until payment in full (whether before or after judgment) shall be payable to the Administrative Agent, for the accounts of the Issuing Bank and the other Banks, on demand at the rate which would be payable specified in ss.7.5 for overdue principaL on any outstanding ABR Loans which were then overduethe Loans. (c) Each drawing under any Letter of Credit denominated in Dollars shall constitute a request by the applicable Borrower to the Administrative Agent for a borrowing pursuant to Section 2.2(d) of ABR Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the date of such drawing.

Reimbursement Obligation of the Borrowers. (a) Each Borrower agrees The Borrowers, jointly and severally, agree to reimburse the each Issuing Lender Bank on each date on which such Issuing Bank notifies the Issuing Lender notifies such Borrower Borrowers of the date and amount of a draft or other demand for payment presented under any Letter of Credit issued for its account by such Issuing Bank and paid by the such Issuing Lender Bank for the amount in the currency of such Letter of Credit of (i) such draft or other demand so paid (which reimbursement may be effected through the procedure described in Section 3.5(c)) and (ii) any taxes, fees, charges or other costs or expenses (including post-judgment taxes, fees, charges or other costs or expenses) incurred by the Issuing Lender Lenders in connection with such payment. Each such payment shall be made to the such Issuing Lender Bank at its address for notices specified herein in the currency of such Letter of Credit Dollars and in immediately available funds. (b) Interest shall be payable on the Dollar Equivalent of any and all amounts remaining unpaid by the applicable Borrower Borrowers under this Article III subsection 3.5 from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the rate which would be payable on any outstanding ABR Prime Rate Loans which were then overdue. (c) Each drawing under any Letter of Credit denominated in Dollars shall (unless it is reimbursed by the Borrowers on the date of drawing) constitute a request by the applicable Borrower Borrowers to the Administrative Agent for a borrowing pursuant to Section 2.2(d) subsection 2.2 of ABR Prime Rate Loans under Facility A in the amount of such drawing. The Borrowing Date borrowing date with respect to such borrowing shall be the date of such drawing.

Reimbursement Obligation of the Borrowers. (a) Each Borrower agrees to reimburse the each Issuing Lender on each the Business Day following the date on which the such Issuing Lender notifies such Borrower of the date and amount of a draft or other demand for payment presented under any Letter of Credit issued for its account by such Issuing Lending at such Borrower's request and paid by the such Issuing Lender for the amount in the currency of such Letter of Credit of (ia) such draft or other demand so paid (which reimbursement may be effected through the procedure described in Section 3.5(c)) and (iib) any taxes, fees, charges or other costs or expenses (including post-judgment 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 to such Borrower in the currency of in which such Letter of Credit and is denominated (except that, in immediately available funds. (b) Interest shall be payable on the Dollar Equivalent case of any and all amounts remaining unpaid by the applicable Borrower under this Article III from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the rate which would be payable on any outstanding ABR Loans which were then overdue. (c) Each drawing under any Letter of Credit denominated in Dollars shall constitute a request by CDN Dollars, in the applicable Borrower event that such payment is not made to the Administrative Agent for a borrowing pursuant relevant Issuing Lender within three Business Days of when such payment is due, upon notice by such Issuing Lender to Section 2.2(d) the relevant Borrower, such payment shall be made in Dollars, in an amount equal to the US Dollar Amount of ABR Loans in the amount of such drawingpayment) and in immediately available funds. The Borrowing Date with respect to such borrowing Interest shall be payable on any such amounts from the date on which the relevant draft is paid until payment in full at a rate equal to (i) until the second Business Day next succeeding the date of such drawingthe relevant notice, (A) the rate applicable to ABR Loans under the Revolving Facility (in the case of Letters of Credit denominated in Dollars) or (B) the rate applicable to CDN Prime Loans under the Revolving Facility (in the case of Letters of Credit denominated in CDN Dollars) and (ii) thereafter, the rate set forth in Section 2.15(e).

Reimbursement Obligation of the Borrowers. In order to induce the Agent to issue the Letter of Credit Guaranty, and the Issuing Bank to issue, extend and renew each Letter of Credit and the Lenders to participate therein, each Borrower hereby jointly and severally agrees to reimburse or pay to the Agent or, as applicable the Issuing Bank, for the account of the Agent, Issuing Bank or (as the case may be) the Lenders, with respect to each Letter of Credit issued, extended or renewed by the Issuing Bank hereunder, (a) Each Borrower agrees to reimburse the Issuing Lender except as otherwise expressly provided in ss.4.2(b) and (c), on each date on which the Issuing Lender notifies such Borrower of the date and amount of a that any draft or other demand for payment presented under any such Letter of Credit issued for its account and is honored by the Issuing Bank, or the Issuing Bank otherwise makes a payment with respect thereto, (i) the amount paid by the Issuing Lender for the amount in the currency of Bank under or with respect to such Letter of Credit of (i) such draft or other demand so paid (which reimbursement may be effected through the procedure described in Section 3.5(c)) Credit, and (ii) the amount of any taxes, fees, charges or other costs or and expenses (including post-judgment taxes, fees, charges or other costs or expenses) whatsoever incurred by the Issuing Bank or any Lender in connection with such payment. Each such any payment shall be made to by the Issuing Bank or any Lender at its address for notices specified herein in the currency of under, or with respect to, such Letter of Credit and in immediately available funds.Credit, (b) Interest 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 payable on the Dollar Equivalent of any and all amounts remaining unpaid held by the applicable Borrower under this Article III from Issuing Bank or by the date such amounts become payable (whether at stated maturityAgent for the benefit of the Lenders, by acceleration or otherwise) until payment in full at the rate which would be payable on any outstanding ABR Loans which were then overdue.Issuing Bank and the Agent as cash collateral for all Reimbursement Obligations, and (c) Each drawing under any Letter upon the termination of the Total Revolving Credit denominated in Dollars shall constitute a request by Commitment, or the applicable Borrower to acceleration of the Administrative Agent for a borrowing pursuant to Section 2.2(d) of ABR Loans in the amount of such drawing. The Borrowing Date Reimbursement Obligations with respect to such borrowing all Letters of Credit in accordance with ss.13, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the date Issuing Bank or by the Agent for the benefit of such drawingthe Lenders, the Issuing Bank and the Agent as cash collateral for all Reimbursement Obligations.

Reimbursement Obligation of the Borrowers. (a) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Issuing Lender shall notify the Borrower Representative and the Administrative Agent thereof. Each Borrower hereby agrees to reimburse the Issuing Lender on each date on which (through the Administrative Agent) upon receipt by the Borrower Representative of notice from the Issuing Lender notifies such Borrower of the date and amount of a draft or other demand for payment presented under any Letter of Credit issued for on its account behalf and paid by the Issuing Lender Lender, for the amount in the currency of such Letter of Credit of (i) such draft or other demand so paid (which reimbursement may be effected through the procedure described in Section 3.5(c)) and (ii) any taxes, fees, charges or other costs or expenses (including post-judgment taxes, fees, charges or other costs or expenses) reasonably incurred by the Issuing Lender in connection with such payment. Each such payment shall be made to the Administrative Agent for the account of the Issuing Lender at its address for notices specified herein in the currency of such Letter of Credit and in immediately available funds, on the date which is two Business Days after the Borrower Representative receives such notice. (b) Interest shall be payable on the Dollar Equivalent of any and all amounts remaining unpaid by the applicable Borrower (or by the Borrower Representative on behalf of the applicable Borrower) under this Article III subsection 3.5 (i) from the date the draft presented under the affected Letter of Credit is paid to the date on which the applicable Borrower is required to pay such amounts become pursuant to paragraph (a) above at the rate which would then be payable on any outstanding ABR Loans that are Revolving Loans and (whether at stated maturity, by acceleration or otherwiseii) thereafter until payment in full at the rate which would be payable on any outstanding ABR Loans that are Revolving Loans which were then overdue. (c) Each drawing under any Letter of Credit denominated in Dollars shall constitute a request by the applicable Borrower to the Administrative Agent for a borrowing pursuant to Section 2.2(d) of ABR Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the date of such drawing.

Reimbursement Obligation of the Borrowers. In order to induce the Issuing Banks to issue, extend and renew the Letters of Credit and the Banks to participate therein, the Borrowers hereby agree to reimburse or pay to the applicable Issuing Bank, for the account of such Issuing Bank or (as the case may be) the Banks, with respect to each Letter of Credit issued, extended or renewed by such Issuing Bank hereunder, (a) Each Borrower agrees to reimburse the Issuing Lender on each date on which the Issuing Lender notifies such Borrower of the date and amount of a that any draft or other demand for payment presented under any Letter of Credit issued for its account and paid by the Issuing Lender for the amount in the currency of such Letter of Credit of is honored by such Issuing Bank, or such Issuing Bank otherwise makes a payment with respect thereto, (i) the amount paid by such draft Issuing Bank under or other demand so paid (which reimbursement may be effected through the procedure described in Section 3.5(c)) with respect to such Letter of Credit, and (ii) the amount of any taxes, fees, charges or other costs or and expenses (including post-judgment taxes, fees, charges or other costs or expenses) whatsoever incurred by the such Issuing Lender Bank or any Bank in connection with any payment made by such paymentIssuing Bank or any Bank under, or with respect to, such Letter of Credit, provided, however, that if the Borrowers do not reimburse such Issuing Bank on the date such Issuing Bank makes payment with respect to such Letter of Credit, such amount shall, provided that an Event of Default specified in §§12.1(g) or 12.1(h) has not occurred, become automatically a Loan which is a Base Rate Loan (an “L/C Borrowing”); (b) upon the reduction (but not termination) of the Total Commitment to an amount less than the Maximum Drawing Amount, an amount equal to such difference, which amount shall be held by the Administrative Agent for the benefit of the Banks and the Administrative Agent as cash collateral for all Reimbursement Obligations of the Borrowers; and (c) upon the Revolving Credit Maturity Date, the termination of the Total Commitment or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with §12, an amount equal to the then Maximum Drawing Amount of all Letters of Credit and any unpaid Reimbursement Obligations, which amount shall be held by the Administrative Agent for the benefit of the Banks and the Administrative Agent as cash collateral for all Reimbursement Obligations. Each such payment shall be made to the Administrative Agent, for the benefit of the Issuing Lender Bank, at its address for notices specified herein in the currency of such Letter of Credit and Administrative Agent’s Office in immediately available funds. (b) . Interest shall be payable on the Dollar Equivalent of any and all amounts remaining unpaid by the applicable Borrower Borrowers under this Article III §3.2 at any time from the date such amounts become due and payable (whether at as stated maturityin this §3.2, by acceleration or otherwise) until payment in full (whether before or after judgment) shall be payable to the Issuing Bank on demand at the rate which would be payable on any outstanding ABR Loans which were then overduespecified in §4.6 for overdue amounts. (c) Each drawing under any Letter of Credit denominated in Dollars shall constitute a request by the applicable Borrower to the Administrative Agent for a borrowing pursuant to Section 2.2(d) of ABR Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the date of such drawing.

Reimbursement Obligation of the Borrowers. (a) Each Borrower agrees The Borrowers agree to reimburse the Issuing Lender on each date on which the Issuing Lender notifies such Borrower the Borrowers of the date and amount of a draft or other demand for payment presented under any Letter of Credit issued for its account and paid by the Issuing Lender for the amount in the currency of such Letter of Credit of (ia) such draft or other demand so paid (which reimbursement may be effected through the procedure described in Section 3.5(c)) and (iib) any taxes, fees, charges or other costs or expenses (including post-judgment 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 the currency of such in which the relevant Letter of Credit and was issued in immediately available funds. (b) . Interest shall be payable on the Dollar Equivalent of any and all amounts remaining unpaid by the applicable Borrower Borrowers under this Article III Section from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the rate which would be payable 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 any outstanding ABR Loans which were the date such draft is paid, then overdue. for such day (cand until the next Business Day) all amounts remaining unpaid in respect of 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 denominated shall (unless an event of the type described in Dollars 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 applicable Borrower Borrowers to the Administrative Agent for a borrowing pursuant to Section 2.2(d2.5 (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) of ABR Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the date of such drawing.

Reimbursement Obligation of the Borrowers. In order to induce the Agent to issue, extend and renew each Letter of Credit and the Banks to participate therein, the Borrowers hereby agree to reimburse or pay to the Agent with respect to each Letter of Credit issued, extended or renewed by the Agent hereunder as follows: (a) Each Borrower agrees to reimburse the Issuing Lender on each date on which the Issuing Lender notifies such Borrower of the date and amount of a that any draft or other demand for payment presented under any Letter of Credit issued for its account and is honored by the Agent or the Agent otherwise makes payment with respect thereto (the "L/C Payment Date"), (i) the amount paid by the Issuing Lender for the amount in the currency of Agent under or with respect to such Letter of Credit of (i) such draft or other demand so paid (which reimbursement may be effected through the procedure described in Section 3.5(c)) Credit, and (ii) the amount of any taxes, fees, charges or other costs or and expenses (including post-judgment taxes, fees, charges or other costs or expenses) whatsoever incurred by the Issuing Lender Agent in connection with any payment made by the Agent under, or with respect to, such paymentLetter of Credit, provided however, if the Borrowers do not reimburse such Agent on the L/C Payment Date, such amount shall, provided that no Event of Default under 12(g) or 12(h) has occurred, become automatically a Base Rate Loan advanced hereunder in an amount equal to such sum; and (b) upon the Maturity Date or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with 12, an amount equal to the then Maximum Drawing Amount of all Letters of Credit, which amount shall be held by the Agent for the benefit of the Banks and the Agent as cash collateral for all Reimbursement Obligations. Each such payment shall be made to the Issuing Lender Agent at its address for notices specified herein in the currency of such Letter of Credit and Agent's Head Office in immediately available funds. (b) . Interest shall be payable on the Dollar Equivalent of any and all amounts remaining unpaid by the applicable Borrower Borrowers under this Article III 3.2 at any time from the date such amounts become due and payable (whether at as stated maturityin this 3.2, by acceleration or otherwise) until payment in full (whether before or after judgment) shall be payable to the Agent on demand at the rate which would be payable on any outstanding ABR Loans which were then overduespecified in 4.5 for overdue amounts. (c) Each drawing under any Letter of Credit denominated in Dollars shall constitute a request by the applicable Borrower to the Administrative Agent for a borrowing pursuant to Section 2.2(d) of ABR Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the date of such drawing.

Reimbursement Obligation of the Borrowers. In order to induce the Issuing Banks to issue, extend and renew the Letters of Credit and the Banks to participate therein, the Borrowers hereby agree to reimburse or pay to the applicable Issuing Bank, for the account of such Issuing Bank or (as the case may be) the Banks, with respect to each Letter of Credit issued, extended or renewed by such Issuing Bank hereunder, (a) Each Borrower agrees to reimburse the Issuing Lender on each date on which the Issuing Lender notifies such Borrower of the date and amount of a that any draft or other demand for payment presented under any Letter of Credit issued for its account and paid by the Issuing Lender for the amount in the currency of such Letter of Credit of is honored by such Issuing Bank, or such Issuing Bank otherwise makes a payment with respect thereto, (i) the amount paid by such draft Issuing Bank under or other demand so paid (which reimbursement may be effected through the procedure described in Section 3.5(c)) with respect to such Letter of Credit, and (ii) the amount of any taxes, fees, charges or other costs or and expenses (including post-judgment taxes, fees, charges or other costs or expenses) whatsoever incurred by the such Issuing Lender Bank or any Bank in connection with any payment made by such payment. Each such payment shall be made to the Issuing Lender at its address for notices specified herein in the currency of Bank or any Bank under, or with respect to, such Letter of Credit and Credit, PROVIDED, HOWEVER, that if the Borrowers do not reimburse such Issuing Bank on the date such Issuing Bank makes payment with respect to such Letter of Credit, such amount shall, provided that an Event of Default specified in immediately available funds.ss.ss.12.1(g) or 12.1(h) has not occurred, become automatically a Loan which is a Base Rate Loan; and (b) Interest upon the Maturity Date or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with ss.12, an amount equal to the then Maximum Drawing Amount of all Letters of Credit and any unpaid Reimbursement Obligations, which amount shall be payable on the Dollar Equivalent of any and all amounts remaining unpaid held by the applicable Borrower under this Article III from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the rate which would be payable on any outstanding ABR Loans which were then overdue. (c) Each drawing under any Letter of Credit denominated in Dollars shall constitute a request by the applicable Borrower to the Administrative Agent for a borrowing pursuant to Section 2.2(d) the benefit of ABR Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be Banks and the date of such drawingAdministrative Agent as cash collateral for all Reimbursement Obligations.

Reimbursement Obligation of the Borrowers. (a) Each Borrower for whose account a Letter of Credit is issued hereunder irrevocably agrees to reimburse the Issuing Lender Bank in respect of each Drawing under such Letter of Credit, on each the later of (A) the date on which such Drawing is disbursed by such Issuing Bank and (B) the second Business Day after such Issuing Lender Bank notifies such Borrower (with a copy to the Agent at its address in the Administrative Schedule for Notices of Borrowing for the applicable Currency) of the date and amount of a draft or other demand for payment presented under any such Letter of Credit issued for its account and paid by the Issuing Lender Credit, for the amount in the currency of such Letter of Credit of (i) such draft or other demand so paid (which reimbursement may be effected through the procedure described in Section 3.5(c)) and (ii) any all taxes, fees, charges or other costs or expenses (including post-judgment taxes, fees, charges or other costs or expenses) incurred by the Issuing Lender Bank in connection with the payment of such paymentdraft. Each such payment shall be made to the Issuing Lender Bank at its address for notices specified herein Issuing Office in the currency Currency of the payment of such Letter of Credit draft and in immediately available funds. (b) Interest Subject to Section 5.03, interest shall be payable on the Dollar Equivalent of any and all amounts payable by a Borrower pursuant to Section 4.05(a) remaining unpaid by the applicable Borrower under this Article III from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment such amounts shall be paid in full at a rate per annum equal to (i) in the case of such amounts payable in Dollars, the Base Rate as in effect from time to time plus the Utilization Fee as in effect from time to time, and (ii) in the case of such amounts payable in any other Currency, 2% above the rate which would be payable on any outstanding ABR Loans which were then overdue. (c) Each drawing under any Letter of Credit denominated in Dollars shall constitute a request reasonably determined by the applicable Borrower Issuing Bank as the cost of funding such overdue amounts from time to time on an overnight basis. Amounts not paid on the Administrative Agent for a borrowing pursuant to Section 2.2(d) of ABR Loans in Business Day next succeeding the amount of day such drawing. The Borrowing Date with respect to such borrowing amounts become payable shall be bear interest thereafter at the date of such drawingPost-Default Rate.

Reimbursement Obligation of the Borrowers. In order to induce the Agent to issue, extend and renew each Letter of Credit and the Banks to participate therein, the Borrowers hereby agree to reimburse or pay to the Agent with respect to each Letter of Credit issued, extended or renewed by the Agent hereunder as follows: (a) Each Borrower agrees to reimburse the Issuing Lender on each date on which the Issuing Lender notifies such Borrower of the date and amount of a that any draft or other demand for payment presented under any Letter of Credit issued for its account and is honored by the Agent or the Agent otherwise makes payment with respect thereto, (i) the amount paid by the Issuing Lender for the amount in the currency of Agent under or with respect to such Letter of Credit of (i) such draft or other demand so paid (which reimbursement may be effected through the procedure described in Section 3.5(c)) Credit, and (ii) the amount of any taxes, fees, charges or other costs or and expenses (including post-judgment taxes, fees, charges or other costs or expenses) whatsoever incurred by the Issuing Lender Agent or any Bank in connection with such payment. Each such any payment shall be made to by the Issuing Lender at its address for notices specified herein in the currency of Agent or any Bank under, or with respect to, such Letter of Credit, provided, however, that if the Borrowers do not reimburse the Agent on the date the Agent makes payment with respect to such Letter of Credit, such amount shall, provided that a Bankruptcy Event has not occurred, become automatically a Revolving Credit and in immediately available funds.Loan which is a Base Rate Loan; and (b) Interest upon the Maturity Date or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with ss.12, an amount equal to the then Maximum Drawing Amount of all Letters of Credit and any unpaid Reimbursement Obligations, which amount shall be payable on the Dollar Equivalent of any and all amounts remaining unpaid held by the applicable Borrower under this Article III from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the rate which would be payable on any outstanding ABR Loans which were then overdue. (c) Each drawing under any Letter of Credit denominated in Dollars shall constitute a request by the applicable Borrower to the Administrative Agent for a borrowing pursuant to Section 2.2(d) the benefit of ABR Loans in the Banks and the Agent as cash collateral for all Reimbursement Obligations, provided, however, that if the amount of such drawing. The Borrowing Date with respect cash collateral held by the Agent pursuant to such borrowing shall be the date of such drawingthis ss.

Reimbursement Obligation of the Borrowers. In order to induce the Issuing Bank to issue, extend and renew each Letter of Credit, the Borrowers hereby agree to reimburse or pay to the Issuing Bank, for the account of the Issuing Bank or (as the case may be) the Lenders, with respect to each Letter of Credit issued, extended or renewed by the Issuing Bank hereunder as follows: (a) Each Borrower agrees to reimburse the Issuing Lender on each date on which the Issuing Lender notifies such Borrower of the date and amount of a that any draft or other demand for payment presented under any Letter of Credit issued for its account and is honored by the Issuing Bank or the Issuing Bank otherwise makes payment with respect thereto, (i) the amount paid by the Issuing Lender for the amount in the currency of Bank under or with respect to such Letter of Credit of (i) such draft or other demand so paid (which reimbursement may be effected through the procedure described in Section 3.5(c)) Credit, and (ii) the amount of any taxes, fees, charges or other costs or and expenses (including post-judgment taxes, fees, charges or other costs or expenses) whatsoever incurred by the Issuing Bank or any Lender in connection with any payment made by the Issuing Bank under, or with respect to, such paymentLetter of Credit; and (b) upon the Maturity Date or the acceleration of the Reimbursement Obligations pursuant to Section 8, an amount equal to 105% of the then Maximum Drawing Amount of all Letters of Credit, which amount (together with all interest and other earnings thereon) shall be held by the Issuing Bank as cash collateral for all Reimbursement Obligations. Each such payment shall be made to the Issuing Lender Bank at its address for notices specified herein in the currency of such Letter of Credit and head office in immediately available funds. (b) . Interest shall be payable on the Dollar Equivalent of any and all amounts remaining unpaid by the applicable Borrower Borrowers under this Article III Section 2A.2 at any time from the date such amounts become due and payable (whether at as stated maturityin this Section 2A.2, by acceleration or otherwise) until payment in full (whether before or after judgment) shall be payable to the Issuing Bank, for the account of the Issuing Bank or (as the case may be) the Lenders, on demand at a rate per annum equal to 2% above the Interest Rate applicable to Base Rate Loans at the rate which would be payable on any outstanding ABR Loans which were then overdue. (c) Each drawing under any Letter of Credit denominated in Dollars shall constitute a request by the applicable Borrower to the Administrative Agent for a borrowing pursuant to Section 2.2(d) of ABR Loans time in the amount absence of such drawing. The Borrowing Date with respect to such borrowing shall be the date an Event of such drawingDefault.

Reimbursement Obligation of the Borrowers. In order to induce the Lender to issue, extend and renew each Letter of Credit, the Borrowers hereby agree to reimburse or pay to the Lender with respect to each Letter of Credit issued, extended or renewed by the Lender hereunder as follows: (a) Each Borrower agrees to reimburse the Issuing Lender on each date on which the Issuing Lender notifies such Borrower of the date and amount of a that any draft or other demand for payment presented under any Letter of Credit issued for its account and is honored by the Lender or the Lender otherwise makes payment with respect thereto, (i) the amount paid by the Issuing Lender for the amount in the currency of under or with respect to such Letter of Credit of (i) such draft or other demand so paid (which reimbursement may be effected through the procedure described in Section 3.5(c)) Credit, and (ii) the amount of any taxes, fees, charges or other costs or and expenses (including post-judgment taxes, fees, charges or other costs or expenses) whatsoever incurred by the Issuing Lender in connection with any payment made by the Lender under, or with respect to, such paymentLetter of Credit; and (b) upon the Maturity Date or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with section 12, an amount equal to the then Maximum Drawing Amount of all Letters of Credit, which amount shall be held by the Lender as cash collateral for all Reimbursement Obligations. Each such payment shall be made to the Issuing Lender at its address for notices specified herein in the currency of such Letter of Credit and Lender's Head Office in immediately available funds. (b) . Interest shall be payable on the Dollar Equivalent of any and all amounts remaining unpaid by the applicable Borrower Borrowers under this Article III section 3.2 at any time from the date such amounts become due and payable (whether at as stated maturityin this section 3.2, by acceleration or otherwise) until payment in full (whether before or after judgment) shall be payable to the Lender on demand at the rate which would be payable on any outstanding ABR Loans which were then overduespecified in section 4.5 for overdue amounts. (c) Each drawing under any Letter of Credit denominated in Dollars shall constitute a request by the applicable Borrower to the Administrative Agent for a borrowing pursuant to Section 2.2(d) of ABR Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the date of such drawing.

Reimbursement Obligation of the Borrowers. ligation of the Borrowers (a) Each The Issuing Bank shall notify the Borrower agrees Agent promptly of each draft presented under a Letter of Credit. The Borrowers agree to reimburse the Issuing Lender Bank on each date on which the Issuing Lender Bank notifies such the Borrower Agent of the date and amount of a draft or other demand for payment presented under any Letter of Credit issued for its account and paid by the Issuing Lender Bank for the amount in the currency of such Letter of Credit of (i) such draft or other demand so paid (which reimbursement may be effected through the procedure described in Section 3.5(c)) and (ii) any taxes, fees, charges or and other reasonable costs or and expenses (including post-judgment taxes, fees, charges or other costs or expenses) incurred by the Issuing Lender Bank in connection with such payment. Each such payment shall be made to the Issuing Lender Bank at its address for notices specified herein in the currency of such Letter of Credit and subsection 10.12 in Dollars in immediately available funds. (b) Interest shall be payable on the Dollar Equivalent of any and all amounts remaining unpaid by the applicable Borrower Borrowers under this Article III subsection 2.1.15, (i) from the date the draft presented under the relevant Letter of Credit is paid to the date on which the Borrowers are required to pay such amounts become pursuant to subsection 2.1.15(a) at the rate which would then be payable on Working Capital Loans that are ABR Loans and (whether at stated maturityii) thereafter if payment is not timely made by the Borrowers, by acceleration or otherwise) until payment in full at the rate which would be payable on any outstanding overdue Working Capital Loans that are ABR Loans which were then overdueLoans. (c) Each drawing draft under any Letter of Credit denominated in Dollars shall constitute a request by the applicable Borrower Agent to the Administrative Agent for a borrowing pursuant to Section 2.2(d) subsection 2.1.2 of ABR Loans in the amount of such drawing. The Borrowing Date draft (but without any requirement for compliance with respect to such borrowing shall be the date prior notice provisions of such drawingsubsection 2.1.

Reimbursement Obligation of the Borrowers. In order to induce the Issuing Bank to issue, extend and renew each Letter of Credit, the Borrowers hereby agree to jointly and severally reimburse or pay to the Issuing Bank, for the account of the Issuing Bank or (as the case may be) the Lenders, with respect to each Letter of Credit issued, extended or renewed by the Issuing Bank hereunder as follows: (a) Each Borrower agrees to reimburse the Issuing Lender on each date on which the Issuing Lender notifies such Borrower of the date and amount of a that any draft or other demand for payment presented under any Letter of Credit issued for its account and is honored by the Issuing Bank or the Issuing Bank otherwise makes payment with respect thereto, (i) the amount paid by the Issuing Lender for the amount in the currency of Bank under or with respect to such Letter of Credit of (i) such draft or other demand so paid (which reimbursement may be effected through the procedure described in Section 3.5(c)) Credit, and (ii) the amount of any taxes, fees, charges or other necessary or reasonable costs or and expenses (including post-judgment taxes, fees, charges or other costs or expenses) whatsoever incurred by the Issuing Bank or any Lender in connection with any payment made by the Issuing Bank under, or with respect to, such paymentLetter of Credit; and (b) on the Maturity Date or the acceleration of the Reimbursement Obligations pursuant to Section 8, an amount equal to 105% of the then Maximum Drawing Amount of all Letters of Credit, which amount shall be held by the Issuing Bank as cash collateral for all Reimbursement Obligations. Each such payment shall be made to the Issuing Lender Bank at its address for notices specified herein in the currency of such Letter of Credit and head office in immediately available funds. (b) . Interest shall be payable on the Dollar Equivalent of any and all amounts remaining unpaid by the applicable Borrower Borrowers under this Article III Section 2A.2 at any time from the date such amounts become due and payable (whether at as stated maturityin this Section 2A.2, by acceleration or otherwise) until payment in full (whether before or after judgment) shall be payable to the Agent, for the account of Issuing Bank or (as the case may be) the Lenders, on demand at a rate per annum equal to 2% above the Interest Rate applicable to Base Rate Loans at the rate which would be payable on any outstanding ABR Loans which were then overdue. (c) Each drawing under any Letter of Credit denominated in Dollars shall constitute a request by the applicable Borrower to the Administrative Agent for a borrowing pursuant to Section 2.2(d) of ABR Loans time in the amount absence of such drawing. The Borrowing Date with respect to such borrowing shall be the date an Event of such drawingDefault.

Reimbursement Obligation of the Borrowers. In order to induce each L/C Issuer to issue, extend and renew each Letter of Credit and the Lenders to participate therein, the Borrowers hereby jointly and severally agree to reimburse or pay to the Agent, for the account of such L/C Issuer or (as the case may be) the Lenders, with respect to each Letter of Credit issued, extended or renewed by such L/C Issuer hereunder, (a) Each Borrower agrees to reimburse on the Issuing Lender on day following each date on which the Issuing Lender notifies such Borrower of the date and amount of a that any draft or other demand for payment presented under any Letter of Credit issued for its account and paid by the Issuing Lender for the amount in the currency of such Letter of Credit is honored by such L/C Issuer, or such L/C Issuer otherwise makes a payment with respect thereto, the amount of (i) such draft or other demand so paid (which reimbursement may be effected through the procedure described in Section 3.5(c)) and (ii) any taxes, fees, charges or other costs or and expenses (including post-judgment taxes, fees, charges or other costs or expenses) whatsoever incurred by the Issuing such L/C Issuer or any Lender in connection with any payment made by such paymentL/C Issuer or any Lender under, or with respect to, such Letter of Credit, and (b) upon the termination of the Letter of Credit Commitments, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with §14, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Agent for the benefit of the Lenders and the L/C Issuers as cash collateral for all Reimbursement Obligations; and (c) on the Maturity Date, the amount of outstanding Unpaid Reimbursement Obligations. Each such payment shall be made to the Issuing Lender Agent at its address for notices specified herein in the currency of such Letter of Credit and Agent’s Office in immediately available funds. (b) . Interest shall be payable on the Dollar Equivalent of any and all amounts remaining unpaid by the applicable Borrower Borrowers under this Article III §5.2 at any time from the date such amounts become due and payable (whether at as stated maturityin this §5.2, by acceleration or otherwise) until payment in full (whether before or after judgment) shall be payable to the Agent on demand at the rate which would be payable specified in §6.10 for principal on any outstanding ABR Loans which were then overduethe Revolving Credit Loans. (c) Each drawing under any Letter of Credit denominated in Dollars shall constitute a request by the applicable Borrower to the Administrative Agent for a borrowing pursuant to Section 2.2(d) of ABR Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the date of such drawing.

Reimbursement Obligation of the Borrowers. In order to induce the LC Issuer to issue, extend and renew each Letter of Credit, the Borrowers shall reimburse or pay to the Administrative Agent, for the account of the LC Issuer or (as the case may be) the Lenders, with respect to each Letter of Credit issued, extended or renewed by the LC Issuer hereunder as follows: (a) Each Borrower agrees to reimburse the Issuing Lender on each date on which the Issuing Lender notifies such Borrower of the date and amount of a that any draft or other demand for payment presented under any Letter of Credit issued for its account and is honored by the LC Issuer or the LC Issuer otherwise makes payment with respect thereto, (i) the amount paid by the Issuing Lender for the amount in the currency of LC Issuer under or with respect to such Letter of Credit of (i) such draft or other demand so paid (which reimbursement may be effected through the procedure described in Section 3.5(c)) Credit, and (ii) the amount of any taxes, fees, charges or other costs or and expenses (including post-judgment taxes, fees, charges or other costs or expenses) whatsoever incurred by the Issuing LC Issuer or any Lender in connection with any payment made by the LC Issuer under, or with respect to, such paymentLetter of Credit; and (b) upon the Maturity Date or the acceleration of the Maximum Drawing Amount pursuant to Section 9.2, an amount equal to 105% of the then Maximum Drawing Amount of all Letters of Credit, which amount shall be held by the LC Issuer as cash collateral for all LC Disbursements. Each such payment shall be made to the Issuing Lender Administrative Agent at its address for notices specified herein in the currency of such Letter of Credit and head office in immediately available funds. (b) . Interest shall be payable on the Dollar Equivalent of any and all amounts remaining unpaid by the applicable Borrower Borrowers under this Article III Section 3.2 at any time from the date such amounts become due and payable (whether at as stated maturityin this Section 3.2, by acceleration or otherwise) until payment in full at the rate which would (whether before or after judgment) shall be payable on any outstanding ABR Loans which were then overdue. (c) Each drawing under any Letter of Credit denominated in Dollars shall constitute a request by the applicable Borrower to the Administrative Agent Agent, for the account of LC Issuer or (as the case may be) the Lenders, on demand at a borrowing pursuant rate per annum equal to Section 2.2(d) of ABR Loans in 2% above the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the date of such drawingAlternate Base Rate.

Reimbursement Obligation of the Borrowers. (a) Each U.S. Borrower and Canadian Borrower hereby agrees to reimburse each Issuing Lender, upon receipt by such Borrower of notice from the applicable Issuing Lender on each date on which the Issuing Lender notifies such Borrower of the date and amount of a draft or other demand for payment presented under any Letter of Credit issued for on its account behalf and paid by the such Issuing Lender Lender, for the amount in the currency of such Letter of Credit of (i) such draft or other demand so paid (which reimbursement may be effected through the procedure described in Section 3.5(c)) and (ii) any taxes, fees, charges or other costs or expenses (including post-judgment 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 the currency of in which such Letter of Credit is denominated 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. (b) Interest shall be payable under this subsection 3.5(b) on any and all amounts owing pursuant to subsection 3.5(a) remaining unpaid (taking the Dollar Equivalent of any and all amounts remaining unpaid denominated in Canadian Dollars, as determined by the Canadian Administrative Agent, as applicable) by the U.S. Borrowers or the Canadian Borrowers, as applicable Borrower under this Article III (i) from the date the draft presented under the affected Letter of Credit is paid to the date on which such applicable Borrower is required to reimburse such amounts become pursuant to paragraph (a) above, at the rate which would then be payable on any outstanding ABR Loans that are RCF Loans and (whether at stated maturity, by acceleration or otherwiseii) thereafter until payment in full of such amounts, at the rate which would be payable on any outstanding ABR Loans that are RCF Loans which were then overdue. (c) Each drawing under any Letter of Credit denominated in Dollars shall constitute a request by the applicable Borrower to the Administrative Agent for a borrowing pursuant to Section 2.2(d) of ABR Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the date of such drawing.

Reimbursement Obligation of the Borrowers. In order to induce the Fronting Bank to issue, extend and renew each Letter of Credit and the Lenders to participate therein, the Borrowers hereby jointly and severally agree, except as contemplated in ss.3.3 below, to reimburse or pay to the Fronting Bank, for the account of the Fronting Bank or (as the case may be) the Lenders, with respect to each Letter of Credit issued, extended or renewed by the Fronting Bank hereunder, (a) Each Borrower agrees to reimburse the Issuing Lender except as otherwise expressly provided in ss.3.2(b) or ss.3.3, on each date on which the Issuing Lender notifies such Borrower of the date and amount of a that any draft or other demand for payment presented under any Letter of Credit issued for its account and paid by the Issuing Lender for the amount in the currency of such Letter of Credit of is honored in accordance with its terms by the Fronting Bank, or the Fronting Bank otherwise makes a payment with respect thereto, (i) the amount paid by the Fronting Bank under or with respect to such draft or other demand so paid (which reimbursement may be effected through the procedure described in Section 3.5(c)) Letter of Credit, and (ii) any taxesamounts payable pursuant to ss.4.5 hereof under, feesor with respect to, charges such Letter of Credit, and (b) upon the termination of the Total Commitment, or other costs or expenses (including post-judgment taxesthe acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with ss.12, feesan amount equal to the then Maximum Drawing Amount on all Letters of Credit, charges or other costs or expenses) incurred which amount shall be held by the Issuing Lender in connection with such paymentAgent as cash collateral for the benefit of the Fronting Bank, the Lenders and the Agent for all Reimbursement Obligations. Each such payment shall be made to the Issuing Lender Agent at its address for notices specified herein in the currency of such Letter of Credit and Agent's Head Office in immediately available funds. (b) . Interest shall be payable on the Dollar Equivalent of any and all amounts not converted to a Revolving Credit Loan pursuant to ss.3.3 and remaining unpaid by the applicable Borrower Borrowers under this Article III ss.3.2 at any time from the date such amounts become due and payable (whether at as stated maturityin this ss.3.2, by acceleration or otherwise) until payment in full (whether before or after judgment) shall be payable to the Agent for the benefit of the Lenders on demand at the rate which would be payable specified in ss.4.9 for overdue principal on any outstanding ABR Loans which were then overduethe Revolving Credit Loans. (c) Each drawing under any Letter of Credit denominated in Dollars shall constitute a request by the applicable Borrower to the Administrative Agent for a borrowing pursuant to Section 2.2(d) of ABR Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the date of such drawing.