Common use of Reimbursement Obligation of the Borrowers Clause in Contracts

Reimbursement Obligation of the Borrowers. (a) Each Borrower hereby agrees to reimburse each Issuing Lender, upon receipt by the Borrower Representative of notice from the applicable Issuing Lender of the date and amount of a draft presented under any Letter of Credit issued on its behalf and paid by such Issuing Lender (an “L/C Disbursement”), for the amount of such draft so paid and any taxes, fees, charges or other costs or expenses reasonably incurred by such Issuing Lender in connection with such payment. Each such payment shall be made to the applicable Issuing Lender, at its address for notices specified herein, in the currency in which such Letter of Credit is denominated (except that, in the case of any Letter of Credit denominated in any Designated Foreign Currency, in the event that such payment is not made to such Issuing Lender within three Business Days of the date of receipt by the Borrower Representative of such notice, upon notice by such Issuing Lender to the Borrower Representative, such payment shall be made in Dollars, in an amount equal to the Dollar Equivalent of the amount of such payment converted on the date of such notice into Dollars at the Spot Rate of Exchange on such date) and in immediately available funds, no later than 3:00 P.M., New York City time, on the date on which the Borrower Representative receives such notice, if received prior to 11:00 A.M., New York City Time, on a Business Day and otherwise, no later than 3:00 P.M., New York City time, on the next succeeding Business Day; provided that the Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Subsection 2.2 that such payment be financed with ABR Loans or Swingline Loans or Canadian Prime Rate Loans 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 ABR Loans or Swingline Loans or Canadian Prime Rate Loans. Any conversion by an Issuing Lender of any payment to be made in respect of any Letter of Credit denominated in any Designated Foreign Currency into Dollars in accordance with this Subsection 3.5(a) shall be conclusive and binding upon each Borrower and the applicable Revolving Credit Lenders in the absence of manifest error; provided that upon the request of the Borrower Representative or any Revolving Credit Lender, the applicable Issuing Lender shall provide to the Borrower Representative or Revolving Credit Lender a certificate including reasonably detailed information as to the calculation of such conversion. (b) Interest shall be payable on any and all amounts remaining unpaid (taking the Dollar Equivalent of any amounts denominated in any Designated Foreign Currency, as determined by the Administrative Agent) by the Borrowers under this Subsection 3.5(b) from the date the draft presented under the affected Letter of Credit is paid to the date on which the applicable Borrower is required to pay such amounts pursuant to clause (a) above at the rate which would then be payable on any outstanding ABR Loans that are Revolving Credit Loans and (ii) thereafter until payment in full at the rate which would be payable on any outstanding ABR Loans that are Revolving Credit Loans which were then overdue.

Reimbursement Obligation of the Borrowers. (a) Each Issuing Lender shall promptly notify the Borrower Representative of any compliant presentation of documents under any Letter of Credit. Each Borrower hereby agrees to reimburse each Issuing Lender, upon receipt by the Borrower Representative of written notice from the applicable Issuing Lender of the date and the amount of a draft drawing presented under any Letter of Credit issued on its behalf and paid by such Issuing Lender (an “L/C Disbursement”), for the amount of such draft drawing so paid and any taxes, fees, charges or other costs or expenses reasonably incurred by such Issuing Lender in connection with such payment. Each such payment shall be made to the applicable Issuing Lender, at its address for notices specified herein, in the currency in which such Letter of Credit is denominated (except that, in the case of any Letter of Credit denominated in any Designated Foreign Currency, in the event that such payment is not made to such Issuing Lender within three Business Days of the date of receipt by the Borrower Representative of such notice, upon notice by such Issuing Lender to the Borrower Representative, such payment shall be made in Dollars, in an amount equal to the Dollar Equivalent of the amount of such payment converted on the date of such notice into Dollars at the Spot Rate of Exchange on such date) and in immediately available funds, no later than 3:00 P.M., New York City time, on the date which is one Business Day (or, if the Facility is fully drawn on such date and the applicable Borrower does not have sufficient cash on hand to make such payment, two Business Days) after the date on which the Borrower Representative receives such notice, if received prior to 11:00 A.M., New York City Time, on a Business Day and otherwise, no later than 3:00 P.M., New York City time, on the next succeeding Business Day; provided that the Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Subsection 2.2 that such payment be financed with ABR Loans or Swingline Loans or Canadian Prime Rate Loans 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 ABR Loans or Swingline Loans or Canadian Prime Rate Loans. Any conversion by an Issuing Lender of any payment to be made in respect of any Letter of Credit denominated in any Designated Foreign Currency into Dollars in accordance with this Subsection 3.5(a) shall be conclusive and binding upon each Borrower and the applicable Revolving Credit Lenders in the absence of manifest error; provided that upon the request of the Borrower Representative or any Revolving Credit Lender, the applicable Issuing Lender shall provide to the Borrower Representative or Revolving Credit Lender a certificate including reasonably detailed information as to the calculation of such conversion. (b) Interest shall be payable on any and all amounts remaining unpaid (taking the Dollar Equivalent of any amounts denominated in any Designated Foreign Currency, as determined by the Administrative Agent) by the Borrowers under this Subsection 3.5(b) from the date the draft drawing presented under the affected Letter of Credit is paid to the date on which the applicable Borrower is required to pay such amounts pursuant to clause (a) above at the rate which would then be payable on any outstanding ABR Loans that are Revolving Credit Loans and (ii) thereafter until payment in full at the rate which would be payable on any outstanding ABR Loans that are Revolving Credit Loans which were then overdue.

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 applicable Issuing Lender shall notify the Borrower Representative and the Administrative Agent thereof. Each U.S. Borrower hereby agrees to reimburse each U.S. Facility Issuing Lender, Lender (through the Administrative Agent) upon receipt by the Borrower Representative of notice from the applicable such U.S. Facility Issuing Lender of the date and amount of a draft presented under any Letter of Credit issued on its behalf and paid by such Issuing Lender (an “L/C Disbursement”)Lender, for the amount of such draft so paid and any taxes, fees, charges or other costs or expenses reasonably incurred by each U.S. Facility Issuing Lender in connection with such payment. The Canadian Borrower hereby agrees to reimburse each Canadian Facility Issuing Lender (through the Administrative Agent) upon receipt by the Borrower Representative of notice from such Canadian Facility Issuing Lender of the date and amount of a draft presented under any Letter of Credit issued on its behalf and paid by such Canadian Facility Issuing Lender, for the amount of such draft so paid and any taxes, fees, charges or other costs or expenses reasonably incurred by each Canadian Facility Issuing Lender in connection with such payment. Each such payment shall be made to the Administrative Agent for the account of the applicable Issuing Lender, Lender at its address for notices specified herein, in the currency in which such Letter of Credit is denominated (except that, in the case of any Letter of Credit denominated in any Designated Foreign Currency, in the event that such payment is not made to such Issuing Lender within three Business Days of the date of receipt by the Borrower Representative of such notice, upon notice by such Issuing Lender to the Borrower Representative, such payment shall be made in Dollars, in an amount equal to the Dollar Equivalent of the amount of such payment converted on the date of such notice into Dollars at the Spot Rate of Exchange on such date) herein and in immediately available funds, no later than 3:00 P.M., New York City time, on the date on which is one Business Day (or such longer period as may be agreed to by the Administrative Agent and the applicable Issuing Lender) after the Borrower Representative receives such notice, if received prior to 11:00 A.M., New York City Time, on a Business Day and otherwise, no later than 3:00 P.M., New York City time, on the next succeeding Business Day; provided that the Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Subsection 2.2 that such payment be financed with ABR Loans or Swingline Loans or Canadian Prime Rate Loans 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 ABR Loans or Swingline Loans or Canadian Prime Rate Loans. Any conversion by an Issuing Lender of any payment to be made in respect of any Letter of Credit denominated in any Designated Foreign Currency into Dollars in accordance with this Subsection 3.5(a) shall be conclusive and binding upon each Borrower and the applicable Revolving Credit Lenders in the absence of manifest error; provided that upon the request of the Borrower Representative or any Revolving Credit Lender, the applicable Issuing Lender shall provide to the Borrower Representative or Revolving Credit Lender a certificate including reasonably detailed information as to the calculation of such conversion. (b) Interest shall be payable on any and all amounts remaining unpaid (taking the Dollar Equivalent of any amounts denominated in any Designated Foreign Currency, as determined by the Administrative Agent) applicable Borrower (or by the Borrowers Borrower Representative on behalf of the applicable Borrower) under this Subsection subsection 3.5(b) from the date the draft presented under the affected Letter of Credit is paid to the date on which the applicable Borrower is required to pay such amounts pursuant to clause paragraph (a) above at the rate which would then be payable on any outstanding ABR Loans that are Tranche A U.S. Facility Revolving Credit Loans or Tranche A Canadian Facility Revolving Credit Loans, as applicable, and (ii) thereafter until payment in full at the rate which would be payable on any outstanding ABR Loans that are Tranche A U.S. Facility Revolving Credit Loans and Tranche A Canadian Facility Revolving Credit Loans, as applicable, which were then overdue.

Reimbursement Obligation of the Borrowers. (a) Each Borrower hereby agrees to reimburse each Issuing Lender, upon receipt by Lender on the Borrower Representative of notice from the applicable next Business Day after that on which such Issuing Lender notifies such Borrower of the date and amount of a draft presented under any Letter of Credit issued on its behalf for the account of such Borrower and paid by such Issuing Lender (an “L/C Disbursement”), for the amount of (a) such draft so paid in the currency of such payment and (b) any taxesnon-Excluded Taxes, fees, charges or other costs or expenses reasonably incurred by such Issuing Lender in connection with such payment. Each such payment shall be made to the applicable such Issuing Lender, Lender at its address for notices specified hereinreferred to herein in US Dollars, in the currency in which such Letter of Credit is denominated (except thatEuros or Canadian Dollars, in as the case of any Letter of Credit denominated in any Designated Foreign Currencymay be, in the event that such payment is not made to such Issuing Lender within three Business Days of the date of receipt by the Borrower Representative of such notice, upon notice by such Issuing Lender to the Borrower Representative, such payment shall be made in Dollars, in an amount equal to the Dollar Equivalent of the amount of such payment converted on the date of such notice into Dollars at the Spot Rate of Exchange on such date) and in immediately available funds, no later than 3:00 P.M., New York City time, on the date on which the Borrower Representative receives such notice, if received prior to 11:00 A.M., New York City Time, on a Business Day and otherwise, no later than 3:00 P.M., New York City time, on the next succeeding Business Day; provided that the Borrowers may, subject to the conditions to borrowing set forth herein, may request in accordance with Subsection Section 2.2 that such payment be financed with ABR Loans or Swingline US Revolving Loans, Euro Revolving Loans or Canadian Prime Rate Loans 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 ABR Loans or Swingline US Revolving Loans, Euro Revolving Loans or Canadian Prime Rate Revolving Loans. Any conversion by an Issuing Lender of any payment to be made in respect of any Letter of Credit denominated in any Designated Foreign Currency into Dollars in accordance with this Subsection 3.5(a) shall be conclusive and binding upon each Borrower and the applicable Revolving Credit Lenders in the absence of manifest error; provided that upon the request of the Borrower Representative or any Revolving Credit Lender, the applicable Issuing Lender shall provide to the Borrower Representative or Revolving Credit Lender a certificate including reasonably detailed information as to the calculation of such conversion. (b) Interest shall be payable on any and all such amounts remaining unpaid (taking the Dollar Equivalent of any amounts denominated in any Designated Foreign Currency, as determined by the Administrative Agent) by the Borrowers under this Subsection 3.5(b) from the date the draft presented under the affected Letter of Credit is paid to the date on which the applicable Borrower relevant draft is required to pay such amounts pursuant to clause paid until payment in full (ai) above until the Business Day next succeeding the date of the relevant notice, (w) at the rate which would then be payable on any outstanding applicable to ABR Loans that are Revolving in the case of US Dollar-denominated Letters of Credit issued for the account of a Non-Canadian Borrower, (x) at the rate then applicable to US Base Rate Loans in the case of US Dollar-denominated Letters of Credit issued for the account of any Canadian Borrower, (y) at the rate then applicable to Canadian Prime Rate Loans in the case of Canadian Dollar-denominated Letters of Credit and (z) at the rate then applicable to Foreign Base Rate Loans in the case of Euro-denominated Letters of Credit and (ii) thereafter until payment in full thereafter, at the rate which would be payable on any outstanding ABR Loans that are Revolving Credit Loans which were then overdueapplicable rates set forth in Section 2.13(g).

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 applicable Issuing Lender shall notify the applicable Borrower Representative and the Administrative Agent or Canadian Agent, as applicable, thereof. Each U.S. Borrower hereby agrees to reimburse each U.S. Facility Issuing Lender, Lender (through the Administrative Agent) upon receipt by the U.S. Borrower Representative of notice from the applicable such U.S. Facility Issuing Lender of the date and amount of a draft presented under any Letter of Credit issued on its behalf and paid by such Issuing Lender (an “L/C Disbursement”)Lender, for the amount of such draft so paid and any taxes, fees, charges or other costs or expenses reasonably incurred by each U.S. Facility Issuing Lender in connection with such payment. Each Canadian Borrower hereby agrees to reimburse each Canadian Facility Issuing Lender (through the Canadian Agent) upon receipt by the Canadian Borrower Representative of notice from such Canadian Facility Issuing Lender of the date and amount of a draft presented under any Letter of Credit issued on its behalf and paid by such Canadian Facility Issuing Lender, for the amount of such draft so paid and any taxes, fees, charges or other costs or expenses reasonably incurred by each Canadian Facility Issuing Lender in connection with such payment. Each such payment shall be made to the Administrative Agent or Canadian Agent, as applicable, for the account of the applicable Issuing Lender, Lender at its address for notices specified herein, in the currency in which such Letter of Credit is denominated (except that, in the case of any Letter of Credit denominated in any Designated Foreign Currency, in the event that such payment is not made to such Issuing Lender within three Business Days of the date of receipt by the Borrower Representative of such notice, upon notice by such Issuing Lender to the Borrower Representative, such payment shall be made in Dollars, in an amount equal to the Dollar Equivalent of the amount of such payment converted on the date of such notice into Dollars at the Spot Rate of Exchange on such date) herein and in immediately available funds, no later than 3:00 P.M., New York City time, on the date on which is two Business Days after the applicable Borrower Representative receives such notice, if received prior to 11:00 A.M., New York City Time, on a Business Day and otherwise, no later than 3:00 P.M., New York City time, on the next succeeding Business Day; provided that the Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Subsection 2.2 that such payment be financed with ABR Loans or Swingline Loans or Canadian Prime Rate Loans 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 ABR Loans or Swingline Loans or Canadian Prime Rate Loans. Any conversion by an Issuing Lender of any payment to be made in respect of any Letter of Credit denominated in any Designated Foreign Currency into Dollars in accordance with this Subsection 3.5(a) shall be conclusive and binding upon each Borrower and the applicable Revolving Credit Lenders in the absence of manifest error; provided that upon the request of the Borrower Representative or any Revolving Credit Lender, the applicable Issuing Lender shall provide to the Borrower Representative or Revolving Credit Lender a certificate including reasonably detailed information as to the calculation of such conversion. (b) Interest shall be payable on any and all amounts remaining unpaid (taking the Dollar Equivalent of any amounts denominated in any Designated Foreign Currency, as determined by the Administrative Agent) applicable Borrower (or by the Borrowers Borrower Representative on behalf of the applicable Borrower) under this Subsection subsection 3.5(b) from the date the draft presented under the affected Letter of Credit is paid to the date on which the applicable Borrower is required to pay such amounts pursuant to clause paragraph (a) above at the rate which would then be payable on any outstanding ABR Loans that are Revolving Credit Loans and (ii) thereafter until payment in full at the rate which would be payable on any outstanding ABR Loans that are Revolving Credit Loans which were then overdue.

Reimbursement Obligation of the Borrowers. (a) Each Borrower hereby agrees to reimburse each Issuing Lender, upon receipt by Lender on the Borrower Representative of notice from the applicable next Business Day after that on which such Issuing Lender notifies such Borrower of the date and amount of a draft presented under any Letter of Credit issued on its behalf for the account of such Borrower and paid by such Issuing Lender (an “L/C Disbursement”), for the amount of (a) such draft so paid in the currency of such payment and (b) any taxesnon-Excluded Taxes, fees, charges or other costs or expenses reasonably incurred by such Issuing Lender in connection with such payment. Each such payment shall be made to the applicable such Issuing Lender, Lender at its address for notices specified hereinreferred to herein in US Dollars, in the currency in which such Letter of Credit is denominated (except thatEuros or Canadian Dollars, in as the case of any Letter of Credit denominated in any Designated Foreign Currencymay be, in the event that such payment is not made to such Issuing Lender within three Business Days of the date of receipt by the Borrower Representative of such notice, upon notice by such Issuing Lender to the Borrower Representative, such payment shall be made in Dollars, in an amount equal to the Dollar Equivalent of the amount of such payment converted on the date of such notice into Dollars at the Spot Rate of Exchange on such date) and in immediately available funds, no later than 3:00 P.M., New York City time, on the date on which the Borrower Representative receives such notice, if received prior to 11:00 A.M., New York City Time, on a Business Day and otherwise, no later than 3:00 P.M., New York City time, on the next succeeding Business Day; provided that the Borrowers may, subject to the conditions to borrowing set forth herein, may request in accordance with Subsection Section 2.2 that such payment be financed with ABR Loans or Swingline US Revolving Loans, Euro Revolving Loans or Canadian Prime Rate Loans 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 ABR Loans or Swingline US Revolving Loans, Euro Revolving Loans or Canadian Prime Rate Revolving Loans. Any conversion by an Issuing Lender of any payment to be made in respect of any Letter of Credit denominated in any Designated Foreign Currency into Dollars in accordance with this Subsection 3.5(a) shall be conclusive and binding upon each Borrower and the applicable Revolving Credit Lenders in the absence of manifest error; provided that upon the request of the Borrower Representative or any Revolving Credit Lender, the applicable Issuing Lender shall provide to the Borrower Representative or Revolving Credit Lender a certificate including reasonably detailed information as to the calculation of such conversion. (b) Interest shall be payable on any and all such amounts remaining unpaid (taking the Dollar Equivalent of any amounts denominated in any Designated Foreign Currency, as determined by the Administrative Agent) by the Borrowers under this Subsection 3.5(b) from the date the draft presented under the affected Letter of Credit is paid to the date on which the applicable Borrower relevant draft is required to pay such amounts pursuant to clause paid until payment in full (ai) above until the Business Day next succeeding the date of the relevant notice, (w) at the rate which would then be payable on any outstanding applicable to ABR Loans that are Revolving in the case of US Dollar-denominated Letters of Credit issued for the account of a Non-Canadian Borrower, (x) at the rate then applicable to US Base Rate Loans in the case of US Dollar-denominated Letters of Credit issued for the account of the Canadian Borrower or any Canadian Additional Borrower, (y) at the rate then applicable to Canadian Prime Rate Loans in the case of Canadian Dollar-denominated Letters of Credit and (z) at the rate then applicable to Foreign Base Rate Loans in the case of Euro-denominated Letters of Credit and (ii) thereafter until payment in full thereafter, at the rate which would be payable on any outstanding ABR Loans that are Revolving Credit Loans which were then overdueapplicable rates set forth in Section 2.13(g).

Reimbursement Obligation of the Borrowers. (a) Each Issuing Lender shall promptly notify the Parent Borrower of any presentation of a draft under any Letter of Credit. Each Borrower hereby agrees to reimburse each Issuing Lender, upon receipt by the such Borrower Representative of notice from the applicable Issuing Lender of the date and amount of a draft presented under any Letter of Credit issued on its behalf and paid by such Issuing Lender (an “L/C Disbursement”)Lender, for the amount of such draft so paid and any taxes, fees, charges or other costs or expenses reasonably incurred by such Issuing Lender in connection with such payment. Each such payment shall be made to the applicable Issuing Lender, at its address for notices specified herein, herein in the currency in which such Letter of Credit is denominated (except that, (i) in the case of any Letter of Credit denominated in any Designated Foreign Currency, Australian dollars or New Zealand dollars or (ii) in the event that such payment is not made to such Issuing Lender within three Business Days of the date of receipt by the such Borrower Representative of such notice, upon notice by such Issuing Lender to such Borrower, in the Borrower Representativecase of any Letters of Credit denominated in any other Designated Foreign Currency, then such payment payment, in the case of either of the foregoing clause (i) may, or in the case of the foregoing clause (ii), shall be made in Dollars, in an amount equal to the Dollar Equivalent of the amount of such payment converted on the date of such notice into Dollars at the Spot Rate of Exchange on such date) and in immediately available funds, no later than 3:00 P.M., New York City time, on the date on which the such Borrower Representative receives such notice, if received prior to 11:00 A.M., New York City Timetime, on a Business Day and otherwise, no later than 3:00 P.M., New York City time, otherwise on the next succeeding Business Day; provided that the Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Subsection 2.2 that such payment be financed with ABR Loans or Swingline Loans or Canadian Prime Rate Loans 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 ABR Loans or Swingline Loans or Canadian Prime Rate Loans. Any conversion by an Issuing Lender of any payment to be made in respect of any Letter of Credit denominated in any Designated Foreign Currency into Dollars in accordance with this Subsection Section 3.5(a) shall be conclusive and binding upon each Borrower and the applicable Revolving Credit Lenders in the absence of manifest error; provided that upon the request of the a Borrower Representative or any Revolving Credit Lender, the applicable Issuing Lender shall provide to the such Borrower Representative or Revolving Credit Lender a certificate including reasonably detailed information as to the calculation of such conversion. (b) Interest shall be payable on any and all amounts remaining unpaid (taking the Dollar Equivalent of any amounts denominated in Canadian Dollars or any Designated Foreign Currency, as determined by the Administrative Agent or the Canadian Agent, as applicable) by the Borrowers under this Subsection Section 3.5(b) (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 pursuant to clause paragraph (a) above at the rate which would then be payable on any outstanding ABR Loans that are Revolving Credit Loans and (ii) thereafter until payment in full at the rate which would be payable on any outstanding ABR Loans that are Revolving Credit Loans which were then overdue.

Reimbursement Obligation of the Borrowers. (a) Each If any draft is paid under any Letter of Credit, the applicable Borrower hereby agrees to shall reimburse each Issuing Lender, upon receipt by the Borrower Representative of notice from the applicable Issuing Lender of the date and amount of a draft presented under any Letter of Credit issued on its behalf and paid by such Issuing Lender (an “L/C Disbursement”), for the amount of such (a) the draft so paid in the currency in which such Letter of Credit was issued and (b) any taxesTaxes, fees, charges or other costs or expenses reasonably incurred by such Issuing Lender in connection with such payment, not later than 2:00 P.M., Local Time, on (i) the Business Day 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 next Business Day following the day that such Borrower receives notice of such draft. Each such payment shall be made to the applicable such Issuing Lender, Lender at its address for notices specified herein, referred to herein in the currency in which such Letter of Credit draft is denominated payable (except that, in the case of any Letter of Credit denominated in any Designated Foreign Currency, in the event that such payment is not made to such Issuing Lender within three Business Days of the date of receipt by the Borrower Representative of such noticecurrency other than Dollars, upon notice by such Issuing Lender to the Borrower Representativeapplicable Borrower, such payment shall be made in Dollars, in an amount equal to Dollars from and after the Dollar Equivalent of date on which the amount of such payment shall have been converted on the date of such notice into Dollars at the Spot Exchange Rate of Exchange on such datedate of conversion, which date of conversion shall be selected by such Issuing Lender and may be any Business Day after the date on which such payment is due) and in immediately available funds, no later than 3:00 P.M., New York City time, on the date on which the Borrower Representative receives such notice, if received prior to 11:00 A.M., New York City Time, on a Business Day and otherwise, no later than 3:00 P.M., New York City time, on the next succeeding Business Day; provided that the Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Subsection 2.2 that such payment be financed with ABR Loans or Swingline Loans or Canadian Prime Rate Loans 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 ABR Loans or Swingline Loans or Canadian Prime Rate Loans. Any conversion by an Issuing Lender of any payment to be made in respect of any Letter of Credit denominated in any Designated Foreign Currency into Dollars in accordance with this Subsection 3.5(a) shall be conclusive and binding upon each Borrower and the applicable Revolving Credit Lenders in the absence of manifest error; provided that upon the request of the Borrower Representative or any Revolving Credit Lender, the applicable Issuing Lender shall provide to the Borrower Representative or Revolving Credit Lender a certificate including reasonably detailed information as to the calculation of such conversion. (b) Interest shall be payable on any and all such amounts remaining unpaid (taking the Dollar Equivalent of any amounts denominated in any Designated Foreign Currency, as determined by the Administrative Agent) by the Borrowers under this Subsection 3.5(b) from the date the draft presented under the affected Letter of Credit is paid to the date on which the applicable Borrower relevant draft is required to pay such amounts pursuant to clause (a) above at the rate which would then be payable on any outstanding ABR Loans that are Revolving Credit Loans and (ii) thereafter paid until payment in full at the rate which would set forth in (x) until the Business Day next succeeding the date of the relevant notice, Section 2.12(b) and (y) thereafter, Section 2.12(c); provided, that if any such amount is denominated in a currency other than Dollars for any period, such interest shall be payable on for such period at the Alternate Currency Overnight Rate. If, as a result of fluctuations in the exchange rate between the Dollar and any outstanding ABR Loans that are Revolving Alternate Currency, the amount of the L/C Obligations exceeds 105% of the L/C Commitment, then Company shall, or cause the applicable Borrower to, deposit, within three Business Days of demand by the Administrative Agent as cash collateral, an amount in Dollars equal to such excess. The obligation to deposit amounts shall be absolute and unconditional, without regard to whether any beneficiary of any such Letter of Credit Loans has attempted to draw down all or a portion of such amount under the terms of a Letter of Credit. If (1) any Borrower was required to provide an amount of cash collateral hereunder as a result of the L/C Obligations exceeding the L/C Commitment due to fluctuations in the exchange rate between the Dollar and the Canadian Dollar, Euro, British Pound Sterling or any applicable Alternate Currency, as the case may be, (2) the L/C Obligations no longer exceed the L/C Commitment and (3) and the Borrower is not otherwise required to post cash collateral in respect of the Letters of Credit hereunder which were has not been posted, then overduethe amount of such excess shall be returned to such Borrower within five Business Days upon request of the Borrower.

Reimbursement Obligation of the Borrowers. (a) Each If any draft is paid under any Letter of Credit, the applicable Borrower hereby agrees to shall reimburse each Issuing Lender, upon receipt by the Borrower Representative of notice from the applicable Issuing Lender of the date and amount of a draft presented under any Letter of Credit issued on its behalf and paid by such Issuing Lender (an “L/C Disbursement”), for the amount of such (a) the draft so paid and (b) any taxesTaxes, fees, charges or other costs or expenses reasonably incurred by such Issuing Lender in connection with such payment, not later than 2:00 P.M., Local Time, on (A) if such Letter of Credit is denominated in Dollars, (i) the Business Day after 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 second Business Day following the day that such Borrower receives notice of such draft or (B) if such Letter of Credit is denominated in a currency other than Dollars, three Business Days immediately following the day that such Borrower receives notice of such draft. Each such payment shall be made to the applicable such Issuing Lender, Lender at its address for notices specified herein, referred to herein in the currency in which such Letter of Credit draft is denominated payable (except that, in the case of any Letter of Credit denominated in any Designated Foreign Currency, in the event that such payment is not made to such Issuing Lender within three Business Days of the date of receipt by the Borrower Representative of such noticecurrency other than Dollars, upon notice by such Issuing Lender to the Borrower Representativeapplicable Borrower, such payment shall be made in Dollars, in an amount equal to Dollars from and after the Dollar Equivalent of date on which the amount of such payment shall have been converted on the date of such notice into Dollars at the Spot Exchange Rate of Exchange on such datedate of conversion, which date of conversion shall be selected by such Issuing Lender and may be any Business Day after the date on which such payment is due) and in immediately available funds, no later than 3:00 P.M., New York City time, on the date on which the Borrower Representative receives such notice, if received prior to 11:00 A.M., New York City Time, on a Business Day and otherwise, no later than 3:00 P.M., New York City time, on the next succeeding Business Day; provided that the Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Subsection 2.2 that such payment be financed with ABR Loans or Swingline Loans or Canadian Prime Rate Loans 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 ABR Loans or Swingline Loans or Canadian Prime Rate Loans. Any conversion by an Issuing Lender of any payment to be made in respect of any Letter of Credit denominated in any Designated Foreign Currency into Dollars in accordance with this Subsection 3.5(a) shall be conclusive and binding upon each Borrower and the applicable Revolving Credit Lenders in the absence of manifest error; provided that upon the request of the Borrower Representative or any Revolving Credit Lender, the applicable Issuing Lender shall provide to the Borrower Representative or Revolving Credit Lender a certificate including reasonably detailed information as to the calculation of such conversion. (b) Interest shall be payable on any and all such amounts remaining unpaid (taking the Dollar Equivalent of any amounts denominated in any Designated Foreign Currency, as determined by the Administrative Agent) by the Borrowers under this Subsection 3.5(b) from the date the draft presented under the affected Letter of Credit is paid to the date on which the applicable Borrower relevant draft is required to pay such amounts pursuant to clause (a) above at the rate which would then be payable on any outstanding ABR Loans that are Revolving Credit Loans and (ii) thereafter paid until payment in full at the rate which would set forth in (x) until the Business Day next succeeding the date of the relevant notice, Section 2.12(b) and (y) thereafter, Section 2.12(c); provided, that if any such amount is denominated in a currency other than Dollars for any period, such interest shall be payable on any outstanding ABR Loans that are Revolving Credit Loans which were then overduefor such period at the Alternate Currency Overnight Rate.

Reimbursement Obligation of the Borrowers. In order to induce the applicable Issuing Banks to issue, extend and renew Letters of Credit and the Banks to participate therein, (i) the Domestic Borrowers hereby agree to reimburse or pay to the applicable Issuing Bank with respect to each Domestic Letter of Credit, and (ii) each of the Canadian Borrowers hereby jointly and severally agrees (to the fullest extent permitted by law) to reimburse or pay to the applicable Issuing Bank, with respect to each Canadian Letter of Credit issued, extended or renewed by such Issuing Bank hereunder as follows: (a) Each Borrower hereby agrees to reimburse each Issuing Lender, upon receipt by the Borrower Representative of notice from the applicable Issuing Lender of the date and amount of a if any draft presented under any Letter of Credit issued on its behalf and is honored by the applicable Issuing Bank or the applicable Issuing Bank otherwise makes payment with respect thereto, the sum of (i) the amount paid by such Issuing Lender Bank under or with respect to such Letter of Credit, and (an “L/C Disbursement”), for ii) the amount of such draft so paid and any taxes, fees, charges or other costs or and expenses reasonably whatsoever incurred by such Issuing Lender Bank in connection with any payment made by such paymentIssuing Bank under, or with respect to, such Letter of Credit, PROVIDED HOWEVER, if the applicable Borrowers do not reimburse the applicable Issuing Bank on the Drawdown Date, such amount shall, provided that no Event of Default under Section 13.1(g) or 13.1(h) has occurred, become automatically a Domestic Revolving Credit Loan which is a Base Rate Loan or a Canadian Loan which is a Canadian Base Rate Loan, as applicable, advanced hereunder in an amount equal to such sum; (b) upon the Revolving Credit Maturity Date or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 13, an amount equal to the then Maximum Drawing Amount of (i) all Domestic Letters of Credit shall be paid by the Domestic Borrowers to the Administrative Agent and (ii) all Canadian Letters of Credit shall be paid by the Canadian Borrowers to the Canadian Agent, in each case to be held as cash collateral for the applicable Reimbursement Obligations; and (c) the Domestic Borrowers promise to pay on the Revolving Credit Maturity Date all unpaid Reimbursement Obligations on such date relating to Domestic Letters of Credit, and each of the Canadian Borrowers, jointly and severally, (to the fullest extent permitted by law) promises to pay on the Revolving Credit Maturity Date all unpaid Reimbursement Obligations relating to Canadian Letters of Credit and all amounts owing with respect to Bankers' Acceptances. All such payments shall be made together with any and all accrued and unpaid interest thereon and any fees and other amounts owing hereunder. Each such payment shall be made to the applicable Issuing Lender, Bank Agent at its address for notices specified herein, in the currency in which such Letter of Credit is denominated (except that, in the case of any Letter of Credit denominated in any Designated Foreign Currency, in the event that such payment is not made to such Issuing Lender within three Business Days of the date of receipt by the Borrower Representative of such notice, upon notice by such Issuing Lender to the Borrower Representative, such payment shall be made in Dollars, in an amount equal to the Dollar Equivalent of the amount of such payment converted on the date of such notice into Dollars at the Spot Rate of Exchange on such date) and Bank Agent's Head Office in immediately available funds, no later than 3:00 P.M., New York City time, on the date on which the Borrower Representative receives such notice, if received prior to 11:00 A.M., New York City Time, on a Business Day and otherwise, no later than 3:00 P.M., New York City time, on the next succeeding Business Day; provided that the Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Subsection 2.2 that such payment be financed with ABR Loans or Swingline Loans or Canadian Prime Rate Loans 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 ABR Loans or Swingline Loans or Canadian Prime Rate Loans. Any conversion by an Issuing Lender of any payment to be made in respect of any Letter of Credit denominated in any Designated Foreign Currency into Dollars in accordance with this Subsection 3.5(a) shall be conclusive and binding upon each Borrower and the applicable Revolving Credit Lenders in the absence of manifest error; provided that upon the request of the Borrower Representative or any Revolving Credit Lender, the applicable Issuing Lender shall provide to the Borrower Representative or Revolving Credit Lender a certificate including reasonably detailed information as to the calculation of such conversion. (b) Interest shall be payable on any and all amounts remaining unpaid (taking the Dollar Equivalent of any amounts denominated in any Designated Foreign Currency, as determined by the Administrative Agent) by the Borrowers under this Subsection 3.5(b) Section 4.2 at any time 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 pursuant to clause become due and payable (awhether as stated in this Section 4.2, by acceleration or otherwise) above at the rate which would then be payable on any outstanding ABR Loans that are Revolving Credit Loans and (ii) thereafter until payment in full (whether before or after judgment) shall be payable to the applicable Bank Agent on demand at the rate which would be payable on any outstanding ABR Loans that are Revolving Credit Loans which were then overduespecified in Section 5.7 for overdue amounts.

Reimbursement Obligation of the Borrowers. (ai) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Issuing Bank shall notify the Parent Borrower and the Administrative Agent thereof. Each Borrower hereby agrees to reimburse each the Issuing Lender, Bank (through the Administrative Agent) upon receipt by the Parent Borrower Representative of notice from the applicable Issuing Lender Bank of the date and amount of a draft presented under any Letter of Credit issued on its behalf and paid by such the Issuing Lender (an “L/C Disbursement”)Bank, for the amount of such draft so paid and any taxes, fees, charges or other costs or expenses reasonably incurred by such the Issuing Lender Bank in connection with such payment. Each such payment shall be made to the applicable Administrative Agent for the account of the Issuing Lender, Bank at its address for notices specified herein, herein in the currency in which such Letter of Credit is denominated (except that, in the case of any Letter of Credit denominated in any L/C Designated Foreign Currency, in the event that such payment is not made to such the Issuing Lender Bank within three Business Days of the date of receipt by the Parent Borrower Representative of such notice, upon notice by such the Issuing Lender Bank to the Borrower RepresentativeParent Borrower, such payment shall be made in Dollars, in an amount equal to the Dollar Equivalent of the amount of such payment converted on the date of such notice into Dollars at the Spot Rate of Exchange on such date) and in immediately available funds, no later than 3:00 P.M., New York City time, on the date on which the Parent Borrower Representative receives such notice, if received prior to 11:00 A.M., New York City Timetime, on a Business Day and otherwise, no later than 3:00 P.M., New York City time, otherwise on the next succeeding Business Day; provided that the Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Subsection 2.2 that such payment be financed with ABR Loans or Swingline Loans or Canadian Prime Rate Loans 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 ABR Loans or Swingline Loans or Canadian Prime Rate Loans. Any conversion by an the Issuing Lender Bank of any payment to be made in respect of any Letter of Credit denominated in any L/C Designated Foreign Currency into Dollars in accordance with this Subsection 3.5(asubsection 2.6(e)(i) shall be conclusive and binding upon each the applicable Borrower and the applicable Revolving Credit Lenders in the absence of manifest error; provided that upon the request of the Parent Borrower Representative or any Revolving Credit Lender, the applicable Issuing Lender Bank shall provide to the Parent Borrower Representative or Revolving Credit such Lender a certificate including reasonably detailed information as to the calculation of such conversion. (bii) Interest shall be payable on any and all amounts remaining unpaid (taking the Dollar Equivalent of any amounts denominated in any L/C Designated Foreign Currency, as determined by the Administrative Agent) by the Borrowers applicable Borrower (or by the Parent Borrower on behalf of the applicable Borrower) under this Subsection 3.5(bsubsection 2.6(e)(ii) 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 pursuant to clause paragraph (ai) above at the rate which would then be payable on any outstanding ABR Loans that are Revolving Credit Loans and (iiy) thereafter until payment in full at the rate which would be payable on any outstanding ABR Loans that are Revolving Credit Loans which were then overdue.

Reimbursement Obligation of the Borrowers. (a) Each Issuing Lender shall promptly notify the Borrower Representative of any presentation of a draft under any Letter of Credit. Each Borrower hereby agrees to reimburse each Issuing Lender, upon receipt by the Borrower Representative of notice from the applicable Issuing Lender of the date and the Dollar Equivalent of the amount of a draft presented under any Letter of Credit issued on its behalf and paid by such Issuing Lender (an “L/C Disbursement”), for the amount of such draft so paid and any taxes, fees, charges or other costs or expenses reasonably incurred by such Issuing Lender in connection with such payment. Each such payment shall be made to the applicable Issuing Lender, at its address for notices specified herein, in the currency in which such Letter of Credit is denominated (except that, in the case of any Letter of Credit denominated in any Designated Foreign Currency, in the event that such payment is not made to such Issuing Lender within three Business Days of the date of receipt by the Borrower Representative of such notice, upon notice by such Issuing Lender to the Borrower Representative, such payment shall be made in Dollars, in an amount equal to the Dollar Equivalent of the amount of such payment converted on the date of such notice into Dollars at the Spot Rate of Exchange on such date) and in immediately available funds, no later than 3:00 P.M., New York City time, on the date which is one Business Day (or, if the Facility is fully drawn on such date and the applicable Borrower does not have sufficient cash on hand to make such payment, two Business Days) after the date on which the Borrower Representative receives such notice, if received prior to 11:00 A.M., New York City Timetime, on a Business Day and otherwise, no later than 3:00 P.M., New York City time, on the next succeeding Business Day; provided that the applicable Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Subsection 2.2 that such payment be financed with ABR Loans or Swingline Loans or Canadian Prime Rate Loans in an equivalent amount and, to the extent so financed, the applicable Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR Loans or Swingline Loans or Canadian Prime Rate Loans. Any conversion by an Issuing Lender In the case of any payment such reimbursement in Dollars with respect to be made in respect of any a Letter of Credit denominated in any Designated Foreign Currency into Dollars in accordance with this Subsection 3.5(a) shall be conclusive and binding upon each Borrower and the applicable Revolving Credit Lenders in the absence of manifest error; provided that upon the request of the Borrower Representative or any Revolving Credit LenderCanadian Dollars, the applicable Issuing Lender shall provide to notify the Borrower Representative or Revolving Credit Lender a certificate including reasonably detailed information as to of the calculation Dollar Equivalent of such conversionthe amount of the draft so paid promptly following determination thereof. (b) Interest shall be payable on any and all amounts remaining unpaid (taking the Dollar Equivalent of any amounts denominated in any Designated Foreign Currency, as determined by the Administrative Agent) by the Borrowers under this Subsection 3.5(b) from the date the draft presented under the affected Letter of Credit is paid to the date on which the applicable Borrower is required to pay such amounts pursuant to clause (a) above at the rate which would then be payable on any outstanding ABR Loans that are Revolving Credit Loans and (ii) thereafter until payment in full at the rate which would be payable on any outstanding ABR Loans that are Revolving Credit Loans which were then overdue.

Reimbursement Obligation of the Borrowers. (ai) The Issuing Bank shall, upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, notify the Borrower Representative and the Administrative Agent thereof. Each Borrower hereby agrees to reimburse each the Issuing Lender, Bank (through the Administrative Agent) upon receipt by the Borrower Representative of notice from the applicable Issuing Lender Bank of the date and amount of a draft presented under any Letter of Credit issued on its behalf and paid by such the Issuing Lender (an “L/C Disbursement”)Bank, for the amount of such draft so paid and any taxes, fees, charges or other costs or expenses reasonably incurred by such the Issuing Lender Bank in connection with such payment. Each such payment shall be made to the applicable Administrative Agent for the account of the Issuing Lender, Bank at its address for notices specified herein, herein in the currency in which such Letter of Credit is denominated (except that, in the case of any Letter of Credit denominated in any Designated Foreign Currency, in the event that such payment is not made to such the Issuing Lender Bank within three one Business Days Day of the date of receipt by the Borrower Representative of such notice, upon notice by such the Issuing Lender Bank to the Borrower Representative, such payment shall be made in DollarsEuro, in an amount equal to the Dollar Euro Equivalent of the amount of such payment converted on the date of such notice into Dollars Euro at the Spot Rate of Exchange on such date) and in immediately available funds, no later than 3:00 P.M., New York City time, on the next succeeding Business Day after the date on which the Borrower Representative receives such notice, if received prior to 11:00 A.M., New York City Time, on a Business Day and otherwise, no later than 3:00 P.M., New York City time, on the next succeeding Business Day; provided that the Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Subsection 2.2 that such payment be financed with ABR Loans or Swingline Loans or Canadian Prime Rate Loans 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 ABR Loans or Swingline Loans or Canadian Prime Rate Loans. Any conversion by an the Issuing Lender Bank of any payment to be made in respect of any Letter of Credit denominated in any Designated Foreign Currency into Dollars Euro in accordance with this Subsection 3.5(a2.6(e)(i) shall be conclusive and binding upon each the applicable Borrower and the applicable Revolving Credit Lenders in the absence of manifest error; provided that upon the request of the Borrower Representative or any Revolving Credit Lender, the applicable Issuing Lender Bank shall provide to the Borrower Representative or Revolving Credit such Lender a certificate including reasonably detailed information as to the calculation of such conversion. (bii) Interest shall be payable on any and all amounts remaining unpaid (taking the Dollar Euro Equivalent of any amounts denominated in any Designated Foreign Currency, as determined by the Administrative Agent) by the Borrowers under this Subsection 3.5(b2.6(e)(ii) 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 pursuant to clause (aSubsection 2.6(e)(i) above at the rate which would then be payable on any outstanding ABR Loans that are Revolving Credit Loans and (ii) thereafter until payment in full at the rate which would be payable on any outstanding ABR Loans that are Revolving Credit Loans which were then overdue.

Reimbursement Obligation of the Borrowers. (a) Each Issuing Lender shall promptly notify the Borrower Representative and the Administrative Agent of any presentation of a draft under any Letter of Credit. Each Borrower hereby agrees to reimburse each Issuing Lender, upon receipt by the Borrower Representative of notice from the applicable Issuing Lender of the date and amount of a draft presented under any Letter of Credit issued on its behalf and paid by such Issuing Lender (an “L/C Disbursement”), for the amount of such draft so paid and any taxes, fees, charges or other costs or expenses reasonably incurred by such Issuing Lender in connection with such payment. Each such payment shall be made to the applicable Issuing Lender, at its address for notices specified herein, in the currency in which such Letter of Credit is denominated (except that, in the case of any Letter of Credit denominated in any Designated Foreign Currency, in the event that such payment is not made to such Issuing Lender within three Business Days of the date of receipt by the Borrower Representative of such notice, upon notice by such Issuing Lender to the Borrower Representative, such payment shall be made in Dollars, in an amount equal to the Dollar Equivalent of the amount of such payment converted on the date of such notice into Dollars at the Spot Rate of Exchange on such date) and in immediately available funds, no later than 3:00 P.M., New York City time, on the date which is one Business Day (or, if the Facility is fully drawn on such date and the applicable Borrower does not have sufficient cash on hand to make such payment, two Business Days) after the date on which the Borrower Representative receives such notice, if received prior to 11:00 A.M., New York City Time, on a Business Day and otherwise, no later than 3:00 P.M., New York City time, on the next succeeding Business Day; provided that the Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Subsection subsection 2.2 that such payment be financed with ABR Loans or Swingline Loans or Canadian Prime Rate Loans 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 ABR Loans or Swingline Loans or Canadian Prime Rate Loans. Any conversion by an Issuing Lender of any payment to be made in respect of any Letter of Credit denominated in any Designated Foreign Currency into Dollars in accordance with this Subsection 3.5(a) shall be conclusive and binding upon each Borrower and the applicable Revolving Credit Lenders in the absence of manifest error; provided that upon the request of the Borrower Representative or any Revolving Credit Lender, the applicable Issuing Lender shall provide to the Borrower Representative or Revolving Credit Lender a certificate including reasonably detailed information as to the calculation of such conversion. (b) Interest shall be payable on any and all amounts remaining unpaid (taking the Dollar Equivalent of any amounts denominated in any Designated Foreign Currency, as determined by the Administrative Agent) by the Borrowers under this Subsection subsection 3.5(b) from the date the draft presented under the affected Letter of Credit is paid to the date on which the applicable Borrower is required to pay such amounts pursuant to clause (a) above at the rate which would then be payable on any outstanding ABR Loans that are Revolving Credit Loans and (ii) thereafter until payment in full at the rate which would be payable on any outstanding ABR Loans that are Revolving Credit Loans which were then overdue.

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 applicable Issuing Lender shall notify the applicable Borrower Representative and the Administrative Agent or Canadian Agent, as applicable, thereof. Each U.S. Borrower hereby agrees to reimburse each U.S. Facility Issuing Lender, Lender (through the Administrative Agent) upon receipt by the U.S. Borrower Representative of notice from the applicable such U.S. Facility Issuing Lender of the date and amount of a draft presented under any Letter of Credit issued on its behalf and paid by such Issuing Lender (an “L/C Disbursement”)Lender, for the amount of such draft so paid and any taxes, fees, charges or other costs or expenses reasonably incurred by each U.S. Facility Issuing Lender in connection with such payment. Each Canadian Borrower hereby agrees to reimburse each Canadian Facility Issuing Lender (through the Canadian Agent) upon receipt by the Canadian Borrower Representative of notice from such Canadian Facility Issuing Lender of the date and amount of a draft presented under any Letter of Credit issued on its behalf and paid by such Canadian Facility Issuing Lender, for the amount of such draft so paid and any taxes, fees, charges or other costs or expenses reasonably incurred by each Canadian Facility Issuing Lender in connection with such payment. Each such payment shall be made to the Administrative Agent or Canadian Agent, as applicable, for the account of the applicable Issuing Lender, Lender at its address for notices specified herein, in the currency in which such Letter of Credit is denominated (except that, in the case of any Letter of Credit denominated in any Designated Foreign Currency, in the event that such payment is not made to such Issuing Lender within three Business Days of the date of receipt by the Borrower Representative of such notice, upon notice by such Issuing Lender to the Borrower Representative, such payment shall be made in Dollars, in an amount equal to the Dollar Equivalent of the amount of such payment converted on the date of such notice into Dollars at the Spot Rate of Exchange on such date) herein and in immediately available funds, no later than 3:00 P.M., New York City time, on the date on which is two Business Days after the applicable Borrower Representative receives such notice, if received prior to 11:00 A.M., New York City Time, on a Business Day and otherwise, no later than 3:00 P.M., New York City time, on the next succeeding Business Day; provided that the Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Subsection 2.2 that such payment be financed with ABR Loans or Swingline Loans or Canadian Prime Rate Loans 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 ABR Loans or Swingline Loans or Canadian Prime Rate Loans. Any conversion by an Issuing Lender of any payment to be made in respect of any Letter of Credit denominated in any Designated Foreign Currency into Dollars in accordance with this Subsection 3.5(a) shall be conclusive and binding upon each Borrower and the applicable Revolving Credit Lenders in the absence of manifest error; provided that upon the request of the Borrower Representative or any Revolving Credit Lender, the applicable Issuing Lender shall provide to the Borrower Representative or Revolving Credit Lender a certificate including reasonably detailed information as to the calculation of such conversion. (b) Interest shall be payable on any and all amounts remaining unpaid (taking the Dollar Equivalent of any amounts denominated in any Designated Foreign Currency, as determined by the Administrative Agent) applicable Borrower (or by the Borrowers Borrower Representative on behalf of the applicable Borrower) under this Subsection 3.5(bsubsection 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 pursuant to clause paragraph (a) above at the rate which would then be payable on any outstanding ABR Loans that are (x) Revolving Credit Loans-1 Loans in the case of such portion of such Letter of Credit equal to the applicable Revolving Credit-1 Loan Share of such Letter of Credit and (y) Revolving Credit-2 Loans in the case of such portion of such Letter of Credit equal to the applicable Revolving Credit-2 Loan Share of such Letter of Credit and (ii) thereafter until payment in full at the rate which would be payable on any outstanding ABR Loans that are Revolving Credit Loans(x) Revolving Credit-1 Loans in the case of such portion of such Letter of Credit equal to the applicable Revolving Credit-1 Loan Share of such Letter of Credit and (y) Revolving Credit-2 Loans in the case of such portion of such Letter of Credit equal to the applicable Revolving Credit-2 Loan Share of such Letter of Credit, in each case which were then overdue.

Reimbursement Obligation of the Borrowers. (a) Each Issuing Lender shall promptly notify the Borrower Representative of any presentation of a draft under any Letter of Credit. Each Borrower hereby agrees to reimburse each Issuing Lender, upon receipt by the Borrower Representative of notice from the applicable Issuing Lender of the date and the Dollar Equivalent of the amount of a draft presented under any Letter of Credit issued on its behalf and paid by such Issuing Lender (an “L/C Disbursement”), for the amount of such draft so paid and any taxes, fees, charges or other costs or expenses reasonably incurred by such Issuing Lender in connection with such payment. Each such payment shall be made to the applicable Issuing Lender, at its address for notices specified herein, in the currency in which such Letter of Credit is denominated (except that, in the case of any Letter of Credit denominated in any Designated Foreign Currency, in the event that such payment is not made to such Issuing Lender within three Business Days of the date of receipt by the Borrower Representative of such notice, upon notice by such Issuing Lender to the Borrower Representative, such payment shall be made in Dollars, in an amount equal to the Dollar Equivalent of the amount of such payment converted on the date of such notice into Dollars at the Spot Rate of Exchange on such date) and in immediately available funds, no later than 3:00 P.M., New York City time, on the date which is one Business Day (or, if the Facility is fully drawn on such date and the applicable Borrower does not have sufficient cash on hand to make such payment, two Business Days) after the date on which the Borrower Representative receives such notice, if received prior to 11:00 A.M., New York City Time, on a Business Day and otherwise, no later than 3:00 P.M., New York City time, on the next succeeding Business Day; provided that the Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Subsection 2.2 that such payment be financed with ABR Loans or Swingline Loans or Canadian Prime Rate Loans 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 ABR Loans or Swingline Loans or Canadian Prime Rate Loans. Any conversion by an Issuing Lender In the case of any payment such reimbursement in Dollars with respect to be made in respect of any a Letter of Credit denominated in any Designated Foreign Currency into Dollars in accordance with this Subsection 3.5(a) shall be conclusive and binding upon each Borrower and the applicable Revolving Credit Lenders in the absence of manifest error; provided that upon the request of the Borrower Representative or any Revolving Credit LenderCanadian Dollars, the applicable Issuing Lender Bank shall provide to notify the Borrower Representative or Revolving Credit Lender a certificate including reasonably detailed information as to of the calculation Dollar Equivalent of such conversionthe amount of the draft so paid promptly following determination thereof. (b) Interest shall be payable on any and all amounts remaining unpaid (taking the Dollar Equivalent of any amounts denominated in any Designated Foreign Currency, as determined by the Administrative Agent) by the Borrowers under this Subsection 3.5(b) from the date the draft presented under the affected Letter of Credit is paid to the date on which the applicable Borrower is required to pay such amounts pursuant to clause (a) above at the rate which would then be payable on any outstanding ABR Loans that are Revolving Credit Loans and (ii) thereafter until payment in full at the rate which would be payable on any outstanding ABR Loans that are Revolving Credit Loans which were then overdue.

Reimbursement Obligation of the Borrowers. (a) Each Borrower hereby agrees to reimburse each Issuing Lender, upon receipt by the Borrower Representative of notice from the applicable Issuing Lender of the date and amount of a If any draft presented is paid under any Letter of Credit, the Borrower for whose account such Letter of Credit was issued on its behalf and paid by such shall reimburse the applicable Issuing Lender (an “L/C Disbursement”), Bank for the amount of such (a) the draft so paid and (b) subject to subsection 2.19, any taxes, fees, charges or other costs or expenses reasonably incurred by such Issuing Lender Bank in connection with such payment, not later than 1:00 P.M., New York City time, subject to subsection 2.19 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 shall be made to the applicable any Issuing Lender, Bank at its address for notices specified herein, referred to herein in the currency in which such Letter of Credit is denominated (except that, in the case of any Letter of Credit denominated in any Designated Foreign an Alternative Currency, in the event that such payment is not made to the Issuing Bank in such Issuing Lender Alternative Currency within three Business Days of the date of receipt by the applicable Borrower Representative of such notice, upon notice by such Issuing Lender to the Borrower Representative, such payment shall be made in Dollars, in an amount equal to the Dollar Equivalent of the amount of such payment converted on the date of such notice into Dollars at the Spot Rate spot rate of Exchange exchange on such date) and in immediately available funds, no later than 3:00 P.M., New York City time, on the date on which the Borrower Representative receives such notice, if received prior to 11:00 A.M., New York City Time, on a Business Day and otherwise, no later than 3:00 P.M., New York City time, on the next succeeding Business Day; provided that the Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Subsection 2.2 that such payment be financed with ABR Loans or Swingline Loans or Canadian Prime Rate Loans 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 ABR Loans or Swingline Loans or Canadian Prime Rate Loans. Any conversion by an any Issuing Lender Bank of any payment to be made by a Borrower in respect of any Letter of Credit denominated in any Designated Foreign Currency Canadian Dollars into Dollars in accordance with this Subsection 3.5(a) subsection 2A.5 shall be conclusive and binding upon each such Borrower and the applicable Revolving Credit Lenders in the absence of manifest error; provided that upon the request of the Borrower Representative or any Revolving Credit Lender, the applicable any Issuing Lender Bank shall provide to the Borrower Representative or Revolving Credit such Lender a certificate including reasonably detailed information as to the calculation of such conversion. (b) . Interest shall be payable on any and all such amounts remaining unpaid (taking the Dollar Equivalent of any amounts denominated in any Designated Foreign Currency, as determined by the Administrative Agent) by the Borrowers under this Subsection 3.5(b) from the date the draft presented under the affected Letter of Credit is paid to the date on which the applicable Borrower relevant draft is required to pay such amounts pursuant to clause (a) above at the rate which would then be payable on any outstanding ABR Loans that are Revolving Credit Loans and (ii) thereafter paid until payment in full at the rate which would be payable on any outstanding ABR Loans that are Revolving Credit Loans which were then overdueset forth in (x) until the Business Day next succeeding the date of the relevant notice, subsection 2.12A(a) and (y) thereafter, subsection 2.12A(f).

Reimbursement Obligation of the Borrowers. (a) Each Borrower hereby agrees to reimburse each Issuing Lender, upon receipt by the Bank on each date on which such Issuing Bank notifies such Borrower Representative of notice from the applicable Issuing Lender of the date and amount of a draft presented under any Letter of Credit issued on its behalf for the account of such Borrower (including, without limitation, any Existing Letter of Credit) and paid by such Issuing Lender (an “L/C Disbursement”), Bank for the amount of (a) such draft so paid and (b) any taxes (excluding net income taxes and franchise taxes), fees, charges or other costs or expenses reasonably incurred by such Issuing Lender Bank in connection with such paymentpayment (whether with its own funds or with the proceeds of Loans). Each such payment shall be made to the applicable such Issuing Lender, Bank at its address for notices specified herein, herein in lawful money of (x) the currency in which such Letter United States of Credit is denominated America (except that, in the case of any Letter payments made on Dollar-denominated Letters of Credit denominated in any Designated and payments on Foreign Currency, -denominated Letters of Credit made after any conversion pursuant to subsection 3.9(b)) or (y) the applicable foreign jurisdiction (in the event that such payment is not case of payments on Foreign Currency-denominated Letters of Credit made before any conversion pursuant to such Issuing Lender within three Business Days of the date of receipt by the Borrower Representative of such notice, upon notice by such Issuing Lender to the Borrower Representative, such payment shall be made in Dollars, in an amount equal to the Dollar Equivalent of the amount of such payment converted on the date of such notice into Dollars at the Spot Rate of Exchange on such datesubsection 3.9(b)) and in immediately available funds, no later than 3:00 P.M., New York City time, on the date on which the Borrower Representative receives such notice, if received prior to 11:00 A.M., New York City Time, on a Business Day and otherwise, no later than 3:00 P.M., New York City time, on the next succeeding Business Day; provided that the Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Subsection 2.2 that such payment be financed with ABR Loans or Swingline Loans or Canadian Prime Rate Loans 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 ABR Loans or Swingline Loans or Canadian Prime Rate Loans. Any conversion by an Issuing Lender of any payment to be made in respect of any Letter of Credit denominated in any Designated Foreign Currency into Dollars in accordance with this Subsection 3.5(a) shall be conclusive and binding upon each Borrower and the applicable Revolving Credit Lenders in the absence of manifest error; provided that upon the request of the Borrower Representative or any Revolving Credit Lender, the applicable Issuing Lender shall provide to the Borrower Representative or Revolving Credit Lender a certificate including reasonably detailed information as to the calculation of such conversion. (b) Interest shall be payable on any and all amounts remaining unpaid (taking the Dollar Equivalent of any amounts denominated in any Designated Foreign Currency, as determined by the Administrative Agent) by the Borrowers applicable Borrower under this Subsection 3.5(b) subsection 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 pursuant to clause become payable (awhether at stated maturity, by acceleration or otherwise) above at the rate which would then be payable on any outstanding ABR Loans that are Revolving Credit Loans and (ii) thereafter until payment in full at (i) the rate which would be payable on any outstanding ABR overdue Revolving Credit Loans that are Revolving Credit ABR Loans which were then overdueoverdue (in the case of the Dollar-denominated Letters of Credit and, commencing with the date of any conversion pursuant to subsection 3.9(b), in the case of Foreign Currency-denominated Letters of Credit) or (ii) the rate which would reasonably and customarily be charged by such Issuing Bank on outstanding Foreign Currency loans which were overdue (in the case of Foreign Currency-denominated Letters of Credit prior to the date of any conversion pursuant to subsection 3.9(b)). Each drawing under any Letter of Credit shall constitute a request by the applicable Borrower to the Administrative Agent for a borrowing pursuant to subsection 2.1 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 Issuing Lender shall promptly notify the Parent Borrower of any presentation of a draft under any Letter of Credit. Each Borrower hereby agrees to reimburse each Issuing Lender, upon receipt by the such Borrower Representative of notice from the applicable Issuing Lender of the date and amount of a draft presented under any Letter of Credit issued on its behalf and paid by such Issuing Lender (an “L/C Disbursement”)Lender, for the amount of such draft so paid and any taxes, fees, charges or other costs or expenses reasonably incurred by such Issuing Lender in connection with such payment. Each such payment shall be made to the applicable Issuing Lender, at its address for notices specified herein, herein in the currency in which such Letter of Credit is denominated (except that, in the case of any Letter of Credit denominated in any Designated Foreign Currency, in the event that such payment is not made to such Issuing Lender within three Business Days of the date of receipt by the Borrower Representative of such notice, upon notice by such Issuing Lender to the Borrower Representative, such payment shall be made or in Dollars, in an amount equal to the Dollar Equivalent of the amount of such payment converted on the date of such notice into Dollars at the Spot Rate of Exchange on such date) Exchange, and in immediately available funds, no later than 3:00 P.M., New York City time, on the date on which the such Borrower Representative receives such notice, if received prior to 11:00 A.M., New York City Timetime, on a Business Day and otherwise, no later than 3:00 P.M., New York City time, otherwise on the next succeeding Business Day; provided that the Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Subsection 2.2 that such payment be financed with ABR Loans or Swingline Loans or Canadian Prime Rate Loans 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 ABR Loans or Swingline Loans or Canadian Prime Rate Loans. Any conversion by an Issuing Lender of any payment to be made in respect of any Letter of Credit denominated in any Designated Foreign Currency into Dollars in accordance with this Subsection Section 3.5(a) shall be conclusive and binding upon each Borrower and the applicable Revolving Credit Lenders in the absence of manifest error; provided that upon the request of the a Borrower Representative or any Revolving Credit Lender, the applicable Issuing Lender shall provide to the such Borrower Representative or Revolving Credit Lender a certificate including reasonably detailed information as to the calculation of such conversion. (b) Interest shall be payable on any and all amounts remaining unpaid (taking the Dollar Equivalent of any amounts denominated in Canadian Dollars or any Designated Foreign Currency, as determined by the Administrative Agent or the Canadian Agent, as applicable) by the Borrowers under this Subsection Section 3.5(b) (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 pursuant to clause paragraph (a) above at the rate which would then be payable on any outstanding ABR Loans that are Revolving Credit Loans and (ii) thereafter until payment in full at the rate which would be payable on any outstanding ABR Loans that are Revolving Credit Loans which were then overdue.

Reimbursement Obligation of the Borrowers. (a) Each Borrower hereby of the Borrowers agrees to reimburse each the Issuing Lender, upon receipt by the Parent Borrower Representative of notice from the applicable Issuing Lender of the date and amount of a draft presented under any Letter of Credit issued on its behalf for the account of such Borrower and paid by such the Issuing Lender (an “L/C Disbursement”)Lender, for the amount of (i) such draft so paid and (ii) any taxes, fees, charges or other costs or expenses reasonably incurred by such the Issuing Lender in connection with such payment. Each such payment shall be made to the applicable Issuing Lender, at its address for notices specified herein, herein in the currency in which such Letter of Credit is denominated (except that, in the case of any Letter of Credit denominated in any Designated Foreign Currency, in the event that such payment is not made to such the Issuing Lender within three Business Days of the date of receipt by the Parent Borrower Representative of such notice, upon notice by such the Issuing Lender to the Borrower RepresentativeParent Borrower, such payment shall be made in Dollars, in an amount equal to the Dollar Equivalent of the amount of such payment converted on the date of such notice into Dollars at the Spot Rate of Exchange on such date) and in immediately available funds, no later than 3:00 P.M., New York City time, on the date on which the Parent Borrower Representative (on behalf of itself or such Borrower, as the case may be) receives such notice, if received prior to 11:00 A.M., New York City Timetime, on a Business Day and otherwise, no later than 3:00 P.M., New York City time, otherwise on the next succeeding Business Day; provided that the Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Subsection 2.2 that such payment be financed with ABR Loans or Swingline Loans or Canadian Prime Rate Loans 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 ABR Loans or Swingline Loans or Canadian Prime Rate Loans. Any conversion by an the Issuing Lender of any payment to be made by any Borrower in respect of any Letter of Credit denominated in any Designated Foreign Currency into Dollars in accordance with this Subsection subsection 3.5(a) shall be conclusive and binding upon each such Borrower and the applicable Revolving Credit Lenders in the absence of manifest error; provided that upon the request of the any Borrower Representative or any Revolving Credit Lender, the applicable Issuing Lender shall provide to the such Borrower Representative or Revolving Credit Lender a certificate including reasonably detailed information as to the calculation of such conversion. (b) Interest shall be payable on any and all amounts remaining unpaid (taking the Dollar Equivalent by any of any amounts denominated in any Designated Foreign Currency, as determined by the Administrative Agent) by the Borrowers under this Subsection 3.5(bsubsection (i) from the date the draft presented under the affected Letter of Credit is paid to the date on which the applicable such Borrower is required to pay such amounts pursuant to clause paragraph (a) above at the rate which would then be payable on any outstanding ABR Loans that are Revolving Credit Loans and (ii) thereafter until payment in full at the rate which would be payable on any outstanding ABR Loans that are Revolving Credit Tranche B Term Loans which were then overdue.

Reimbursement Obligation of the Borrowers. (a) Each The U.S. Borrower hereby agrees to reimburse each Issuing Lender, upon receipt by the Borrower Representative of notice from the applicable U.S. Issuing Lender on the Business Day next succeeding the Business Day on which the U.S. Issuing Lender notifies the U.S. Borrower of the date and amount of a draft presented under any U.S. Letter of Credit issued on its behalf and paid by such the U.S. Issuing Lender (an “L/C Disbursement”), for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses reasonably incurred by such the U.S. Issuing Lender in connection with such payment. Each such payment shall be made to the applicable U.S. Issuing Lender, Lender at its address for notices specified herein, referred to herein in the currency in which such Letter of Credit is denominated (except that, in the case of any Letter of Credit denominated in any Designated Foreign Currency, in the event that such payment is not made to such Issuing Lender within three Business Days of the date of receipt by the Borrower Representative of such notice, upon notice by such Issuing Lender to the Borrower Representative, such payment shall be made in Dollars, in an amount equal to the Dollar Equivalent of the amount of such payment converted on the date of such notice into Dollars at the Spot Rate of Exchange on such date) and in immediately available funds, no later than 3:00 P.M., New York City time, on the date on which the Borrower Representative receives such notice, if received prior to 11:00 A.M., New York City Time, on a Business Day and otherwise, no later than 3:00 P.M., New York City time, on the next succeeding Business Day; provided that the Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Subsection 2.2 that such payment be financed with ABR Loans or Swingline Loans or Canadian Prime Rate Loans 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 ABR Loans or Swingline Loans or Canadian Prime Rate Loans. Any conversion by an Issuing Lender of any payment to be made in respect of any Letter of Credit denominated in any Designated Foreign Currency into Dollars in accordance with this Subsection 3.5(a) shall be conclusive and binding upon each Borrower and the applicable Revolving Credit Lenders in the absence of manifest error; provided that upon the request of the Borrower Representative or any Revolving Credit Lender, the applicable Issuing Lender shall provide to the Borrower Representative or Revolving Credit Lender a certificate including reasonably detailed information as to the calculation of such conversion. (b) Interest shall be payable on any and all such amounts remaining unpaid (taking the Dollar Equivalent of any amounts denominated in any Designated Foreign Currency, as determined by the Administrative Agent) by the Borrowers under this Subsection 3.5(b) from the date the draft presented under the affected Letter of Credit is paid to the date on which the applicable Borrower relevant draft is required to pay such amounts pursuant to clause (a) above at the rate which would then be payable on any outstanding ABR Loans that are Revolving Credit Loans and (ii) thereafter paid until payment in full at the rate set forth in (i) until the Business Day next succeeding the date of the relevant notice, Section 2.21(b) and (ii) thereafter, Section 2.21(d). (b) The Canadian Borrower agrees to reimburse the Canadian Issuing Lender on the Business Day next succeeding the Business Day on which would the Canadian Issuing Lender notifies the Canadian Borrower of the date and amount of a draft presented under any Canadian Letter of Credit and paid by the Canadian Issuing Lender for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by the Canadian Issuing Lender in connection with such payment. Each such payment shall be made to the Canadian Issuing Lender at its address for notices referred to herein in Canadian Dollars and in immediately available funds. Interest shall be payable on any outstanding ABR Loans that are Revolving Credit Loans such amounts from the date on which were then overduethe relevant draft is paid until payment in full at the rate set forth in (i) until the Business Day next succeeding the date of the relevant notice, Section 2.21(c) and (ii) thereafter, Section 2.21(d).

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 applicable Issuing Lender shall notify the applicable Borrower Representative and the Administrative Agent or Canadian Agent, as applicable, thereof. Each U.S. Borrower hereby agrees to reimburse each U.S. Facility Issuing Lender, Lender (through the Administrative Agent) upon receipt by the U.S. Borrower Representative of notice from the applicable such U.S. Facility Issuing Lender of the date and amount of a draft presented under any Letter of Credit issued on its behalf and paid by such Issuing Lender (an “L/C Disbursement”)Lender, for the amount of such draft so paid and any taxes, fees, charges or other costs or expenses reasonably incurred by each U.S. Facility Issuing Lender in connection with such payment. Each Canadian Borrower hereby agrees to reimburse each Canadian Facility Issuing Lender (through the Canadian Agent) upon receipt by the Canadian Borrower Representative of notice from such Canadian Facility Issuing Lender of the date and amount of a draft presented under any Letter of Credit issued on its behalf and paid by such Canadian Facility Issuing Lender, for the amount of such draft so paid and any taxes, fees, charges or other costs or expenses reasonably incurred by each Canadian Facility Issuing Lender in connection with such payment. Each such payment shall be made to the Administrative Agent or Canadian Agent, as applicable, for the account of the applicable Issuing Lender, Lender at its address for notices specified herein, in the currency in which such Letter of Credit is denominated (except that, in the case of any Letter of Credit denominated in any Designated Foreign Currency, in the event that such payment is not made to such Issuing Lender within three Business Days of the date of receipt by the Borrower Representative of such notice, upon notice by such Issuing Lender to the Borrower Representative, such payment shall be made in Dollars, in an amount equal to the Dollar Equivalent of the amount of such payment converted on the date of such notice into Dollars at the Spot Rate of Exchange on such date) herein and in immediately available funds, no later than 3:00 P.M., New York City time, on the date on which is two Business Days after the applicable Borrower Representative receives such notice, if received prior to 11:00 A.M., New York City Time, on a Business Day and otherwise, no later than 3:00 P.M., New York City time, on the next succeeding Business Day; provided that the Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Subsection 2.2 that such payment be financed with ABR Loans or Swingline Loans or Canadian Prime Rate Loans 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 ABR Loans or Swingline Loans or Canadian Prime Rate Loans. Any conversion by an Issuing Lender of any payment to be made in respect of any Letter of Credit denominated in any Designated Foreign Currency into Dollars in accordance with this Subsection 3.5(a) shall be conclusive and binding upon each Borrower and the applicable Revolving Credit Lenders in the absence of manifest error; provided that upon the request of the Borrower Representative or any Revolving Credit Lender, the applicable Issuing Lender shall provide to the Borrower Representative or Revolving Credit Lender a certificate including reasonably detailed information as to the calculation of such conversion. (b) Interest shall be payable on any and all amounts remaining unpaid (taking the Dollar Equivalent of any amounts denominated in any Designated Foreign Currency, as determined by the Administrative Agent) applicable Borrower (or by the Borrowers Borrower Representative on behalf of the applicable Borrower) under this Subsection 3.5(bsubsection 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 pursuant to clause paragraph (a) above at the rate which would then be payable on any outstanding ABR Loans that are Revolving Credit Loans and (ii) thereafter until payment in full at the rate which would be payable on any outstanding ABR Loans that are Revolving Credit Loans which were then overdue.

Reimbursement Obligation of the Borrowers. (a) Each Issuing Lender shall promptly notify the Borrower Representative of any compliant presentation of documents under any Letter of Credit. Each Borrower hereby agrees to reimburse each Issuing Lender, upon receipt by the Borrower Representative of notice from the applicable Issuing Lender of the date and the amount of a draft drawing presented under any Letter of Credit issued on its behalf and paid by such Issuing Lender (an “L/C Disbursement”), for the amount of such draft drawing so paid and any taxes, fees, charges or other costs or expenses reasonably incurred by such Issuing Lender in connection with such payment. Each such payment shall be made to the applicable Issuing Lender, at its address for notices specified herein, in the currency in which such Letter of Credit is denominated (except that, in the case of any Letter of Credit denominated in any Designated Foreign Currency, in the event that such payment is not made to such Issuing Lender within three Business Days of the date of receipt by the Borrower Representative of such notice, upon notice by such Issuing Lender to the Borrower Representative, such payment shall be made in Dollars, in an amount equal to the Dollar Equivalent of the amount of such payment converted on the date of such notice into Dollars at the Spot Rate of Exchange on such date) and in immediately available funds, no later than 3:00 P.M., New York City time, on the date which is one Business Day (or, if the Facility is fully drawn on such date and the applicable Borrower does not have sufficient cash on hand to make such payment, two Business Days) after the date on which the Borrower Representative receives such notice, if received prior to 11:00 A.M., New York City Time, on a Business Day and otherwise, no later than 3:00 P.M., New York City time, on the next succeeding Business Day; provided that the Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Subsection 2.2 that such payment be financed with ABR Loans or Swingline Loans or Canadian Prime Rate Loans 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 ABR Loans or Swingline Loans or Canadian Prime Rate Loans. Any conversion by an Issuing Lender of any payment to be made in respect of any Letter of Credit denominated in any Designated Foreign Currency into Dollars in accordance with this Subsection 3.5(a) shall be conclusive and binding upon each Borrower and the applicable Revolving Credit Lenders in the absence of manifest error; provided that upon the request of the Borrower Representative or any Revolving Credit Lender, the applicable Issuing Lender shall provide to the Borrower Representative or Revolving Credit Lender a certificate including reasonably detailed information as to the calculation of such conversion. (b) Interest shall be payable on any and all amounts remaining unpaid (taking the Dollar Equivalent of any amounts denominated in any Designated Foreign Currency, as determined by the Administrative Agent) by the Borrowers under this Subsection 3.5(b) from the date the draft drawing presented under the affected Letter of Credit is paid to the date on which the applicable Borrower is required to pay such amounts pursuant to clause (a) above at the rate which would then be payable on any outstanding ABR Loans that are Revolving Credit Loans and (ii) thereafter until payment in full at the rate which would be payable on any outstanding ABR Loans that are Revolving Credit Loans which were then overdue.

Reimbursement Obligation of the Borrowers. (a) Each The U.S. Borrower hereby agrees to reimburse each Issuing Lender, upon receipt by the Borrower Representative of notice from the applicable U.S. Issuing Lender on the Business Day next succeeding the Business Day on which the U.S. Issuing Lender notifies the U.S. Borrower of the date and amount of a draft presented under any U.S. Letter of Credit issued on its behalf and paid by such the U.S. Issuing Lender (an “L/C Disbursement”), for the 63 amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses reasonably incurred by such the U.S. Issuing Lender in connection with such payment. Each such payment shall be made to the applicable U.S. Issuing Lender, Lender at its address for notices specified herein, referred to herein in the currency in which such Letter of Credit is denominated (except that, in the case of any Letter of Credit denominated in any Designated Foreign Currency, in the event that such payment is not made to such Issuing Lender within three Business Days of the date of receipt by the Borrower Representative of such notice, upon notice by such Issuing Lender to the Borrower Representative, such payment shall be made in Dollars, in an amount equal to the Dollar Equivalent of the amount of such payment converted on the date of such notice into Dollars at the Spot Rate of Exchange on such date) and in immediately available funds, no later than 3:00 P.M., New York City time, on the date on which the Borrower Representative receives such notice, if received prior to 11:00 A.M., New York City Time, on a Business Day and otherwise, no later than 3:00 P.M., New York City time, on the next succeeding Business Day; provided that the Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Subsection 2.2 that such payment be financed with ABR Loans or Swingline Loans or Canadian Prime Rate Loans 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 ABR Loans or Swingline Loans or Canadian Prime Rate Loans. Any conversion by an Issuing Lender of any payment to be made in respect of any Letter of Credit denominated in any Designated Foreign Currency into Dollars in accordance with this Subsection 3.5(a) shall be conclusive and binding upon each Borrower and the applicable Revolving Credit Lenders in the absence of manifest error; provided that upon the request of the Borrower Representative or any Revolving Credit Lender, the applicable Issuing Lender shall provide to the Borrower Representative or Revolving Credit Lender a certificate including reasonably detailed information as to the calculation of such conversion. (b) Interest shall be payable on any and all such amounts remaining unpaid (taking the Dollar Equivalent of any amounts denominated in any Designated Foreign Currency, as determined by the Administrative Agent) by the Borrowers under this Subsection 3.5(b) from the date the draft presented under the affected Letter of Credit is paid to the date on which the applicable Borrower relevant draft is required to pay such amounts pursuant to clause (a) above at the rate which would then be payable on any outstanding ABR Loans that are Revolving Credit Loans and (ii) thereafter paid until payment in full at the rate set forth in (i) until the Business Day next succeeding the date of the relevant notice, Section 2.21(b) and (ii) thereafter, Section 2.21(d). (b) The Canadian Borrower agrees to reimburse the Canadian Issuing Lender on the Business Day next succeeding the Business Day on which would the Canadian Issuing Lender notifies the Canadian Borrower of the date and amount of a draft presented under any Canadian Letter of Credit and paid by the Canadian Issuing Lender for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by the Canadian Issuing Lender in connection with such payment. Each such payment shall be made to the Canadian Issuing Lender at its address for notices referred to herein in Canadian Dollars and in immediately available funds. Interest shall be payable on any outstanding ABR Loans that are Revolving Credit Loans such amounts from the date on which were then overduethe relevant draft is paid until payment in full at the rate set forth in (i) until the Business Day next succeeding the date of the relevant notice, Section 2.21(c) and (ii) thereafter, Section 2.21(d).

Reimbursement Obligation of the Borrowers. (a) Each Borrower hereby agrees to reimburse each Issuing Lender, upon receipt by the such Borrower Representative of notice from the applicable Issuing Lender of the date and amount of a draft presented under any Letter of Credit issued on its behalf and paid by such Issuing Lender (an “L/C Disbursement”)Lender, for the amount of such draft so paid and any taxes, fees, charges or other costs or expenses reasonably incurred by such Issuing Lender in connection with such payment. Each such payment shall be made to the applicable Issuing Lender, at its address for notices specified herein, herein in the currency in which such Letter of Credit is denominated (except that, in the case of any Letter of Credit denominated in any Designated Foreign Currency, in the event that such payment is not made to such Issuing Lender within three Business Days of the date of receipt by the such Borrower Representative of such notice, upon notice by such Issuing Lender to the Borrower Representativesuch Borrower, such payment shall be made in Dollars, in an amount equal to the Dollar Equivalent of the amount of such payment converted on the date of such notice into Dollars at the Spot Rate of Exchange on such date) and in immediately available funds, no later than 3:00 P.M., New York City time, on the date on which the such Borrower Representative receives such notice, if received prior to 11:00 A.M., New York City Timetime, on a Business Day and otherwise, no later than 3:00 P.M., New York City time, otherwise on the next succeeding Business Day; provided that the Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Subsection 2.2 that such payment be financed with ABR Loans or Swingline Loans or Canadian Prime Rate Loans 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 ABR Loans or Swingline Loans or Canadian Prime Rate Loans. Any conversion by an Issuing Lender of any payment to be made in respect of any Letter of Credit denominated in any Designated Foreign Currency into Dollars in accordance with this Subsection subsection 3.5(a) shall be conclusive and binding upon each Borrower and the applicable Revolving Credit Lenders in the absence of manifest error; provided that upon the request of the U.S. Borrower Representative, the Canadian Borrower Representative or any Revolving Credit Lender, the applicable Issuing Lender shall provide to the U.S. Borrower Representative, the Canadian Borrower Representative or Revolving Credit Lender a certificate including reasonably detailed information as to the calculation of such conversion. (b) Interest shall be payable on any and all amounts remaining unpaid (taking the Dollar Equivalent of any amounts denominated in Canadian Dollars or any Designated Foreign Currency, as determined by the Administrative Agent or the Canadian Agent, as applicable) by the Borrowers under this Subsection subsection 3.5(b) from the date the draft presented under the affected Letter of Credit is paid to the date on which the applicable Borrower is required to pay such amounts pursuant to clause paragraph (a) above at the rate which would then be payable on any outstanding ABR Loans that are Revolving Credit Loans and (ii) thereafter until payment in full at the rate which would be payable on any outstanding ABR Loans that are Revolving Credit Loans which were then overdue.

Reimbursement Obligation of the Borrowers. (a) Each Issuing Lender shall promptly notify the Borrower Representative of any presentation of a draft under any Letter of Credit. Each Borrower hereby agrees to reimburse each Issuing Lender, upon receipt by the Borrower Representative of notice from the applicable Issuing Lender of the date and the Dollar Equivalent of the amount of a draft presented under any Letter of Credit issued on its behalf and paid by such Issuing Lender (an “L/C Disbursement”), for the amount of such draft so paid and any taxesNon-Excluded Taxes, fees, charges or other costs or expenses reasonably incurred by such Issuing Lender in connection with such payment. Each such payment shall be made to the applicable Issuing Lender, at its address for notices specified herein, in the currency in which such Letter of Credit is denominated (except that, in the case of any Letter of Credit denominated in any Designated Foreign Currency, in the event that such payment is not made to such Issuing Lender within three Business Days of the date of receipt by the Borrower Representative of such notice, upon notice by such Issuing Lender to the Borrower Representative, such payment shall be made in Dollars, in an amount equal to the Dollar Equivalent of the amount of such payment converted on the date of such notice into Dollars at the Spot Rate of Exchange on such date) and in immediately available funds, no later than 3:00 P.M., New York City time, on the date which is one Business Day (or, if the Facility is fully drawn on such date and the applicable Borrower does not have sufficient cash on hand to make such payment, two Business Days) after the date on which the Borrower Representative receives such notice, if received prior to 11:00 A.M., New York City Time, on a Business Day and otherwise, no later than 3:00 P.M., New York City time, on the next succeeding Business Day; provided that the Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Subsection 2.2 that such payment be financed with ABR Loans or Swingline Loans or Canadian Prime Rate Loans 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 ABR Loans or Swingline Loans or Canadian Prime Rate Loans. Any conversion by an Issuing Lender In the case of any payment such reimbursement in Dollars with respect to be made in respect of any a Letter of Credit denominated in any Designated Approved Foreign Currency into Dollars in accordance with this Subsection 3.5(a) shall be conclusive and binding upon each Borrower and the applicable Revolving Credit Lenders in the absence of manifest error; provided that upon the request of the Borrower Representative or any Revolving Credit LenderCurrency, the applicable Issuing Lender shall provide to notify the Borrower Representative or Revolving Credit Lender a certificate including reasonably detailed information as to of the calculation Dollar Equivalent of such conversionthe amount of the draft so paid promptly following determination thereof. (b) Interest shall be payable on any and all amounts remaining unpaid (taking the Dollar Equivalent of any amounts denominated in any Designated Foreign Currency, as determined by the Administrative Agent) by the Borrowers under this Subsection 3.5(b) from the date the draft presented under the affected Letter of Credit is paid to the date on which the applicable Borrower is required to pay such amounts pursuant to clause (a) above at the rate which would then be payable on any outstanding ABR Loans that are Revolving Credit Loans and (ii) thereafter until payment in full at the rate which would be payable on any outstanding ABR Loans that are Revolving Credit Loans which were then overdue.

Reimbursement Obligation of the Borrowers. (a) Each Borrower hereby agrees to reimburse each Issuing Lender, upon receipt by Bank which has issued a Letter of Credit for the account of such Borrower Representative of notice from the applicable on each date on which such Issuing Lender Bank notifies such Borrower of the date and amount of a draft presented under any Letter of Credit issued on its behalf and paid by such Issuing Lender (an “L/C Disbursement”), Bank for the amount of such draft so paid and any stamp taxes, fees, charges or other costs or expenses reasonably incurred by such Issuing Lender Bank in connection with such payment. Each such payment shall be made to the applicable such Issuing Lender, Bank at its address for notices specified hereinherein in lawful money of the United States of America or of Canada, in the currency in which such Letter of Credit is denominated (except that, in as the case of any Letter of Credit denominated in any Designated Foreign Currencymay be, in the event that such payment is not made to such Issuing Lender within three Business Days of the date of receipt by the Borrower Representative of such notice, upon notice by such Issuing Lender to the Borrower Representative, such payment shall be made in Dollars, in an amount equal to the Dollar Equivalent of the amount of such payment converted on the date of such notice into Dollars at the Spot Rate of Exchange on such date) and in immediately available funds, no later than 3:00 P.M., New York City time, on the date on which the Borrower Representative receives such notice, if received prior to 11:00 A.M., New York City Time, on a Business Day and otherwise, no later than 3:00 P.M., New York City time, on the next succeeding Business Day; provided that the Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Subsection 2.2 that such payment be financed with ABR Loans or Swingline Loans or Canadian Prime Rate Loans 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 ABR Loans or Swingline Loans or Canadian Prime Rate Loans. Any conversion by an Issuing Lender of any payment to be made in respect of any Letter of Credit denominated in any Designated Foreign Currency into Dollars in accordance with this Subsection 3.5(a) shall be conclusive and binding upon each Borrower and the applicable Revolving Credit Lenders in the absence of manifest error; provided that upon the request of the Borrower Representative or any Revolving Credit Lender, the applicable Issuing Lender shall provide to the Borrower Representative or Revolving Credit Lender a certificate including reasonably detailed information as to the calculation of such conversion. (b) Interest Subject to paragraph (c) immediately below, interest shall be payable on any and all amounts remaining unpaid (taking the Dollar Equivalent of any amounts denominated in any Designated Foreign Currency, as determined by the Administrative Agent) by the Borrowers applicable Borrower under this Subsection 3.5(b) Section 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 pursuant to clause become payable (awhether at stated maturity, by acceleration or otherwise) above at the rate which would then be payable on any outstanding ABR Loans that are Revolving Credit Loans and (ii) thereafter until payment in full at the rate which would be payable on any outstanding (i) ABR Loans that under the Revolving Credit Facility which were then overdue in the case of Letters of Credit denominated in Dollars and issued under the Revolving Credit Facility, (ii) Canadian Prime Rate Loans under the Canadian Revolving Credit Facility which are then overdue in the case of Letters of Credit denominated in Canadian Dollars and (iii) Canadian Base Rate Loans under the Canadian Revolving Credit Facility which are then overdue in the case of Letters of Credit denominated in Dollars and issued under the Canadian Revolving Credit Facility. (c) So long as each of the conditions precedent specified in subsection 5.3 is satisfied at such time, each drawing under any Letter of Credit shall constitute a request by the applicable Borrower to the Applicable Agent for a borrowing pursuant to subsection 2.2 of ABR Loans under the Revolving Credit Facility or Canadian Prime Rate Loans or Canadian Base Rate Loans under the Canadian Revolving Credit Facility, as the case may be, in an amount equal to the lesser of (i) the then aggregate Available Revolving Credit Commitments or the Available Canadian Revolving Credit Commitments, as the case may be, and (ii) the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the date of such drawing. Each Revolving Credit Lender or Canadian Revolving Credit Lender, as the case may be, will make the amount of its pro rata share of such borrowing available to the Applicable Agent at its office specified in subsection 10.2 by the close of business on such Borrowing Date (if such Lender receives notice of such borrowing in sufficient time to fund its portion of such borrowing on such Date, and otherwise on the next Business Day) in funds immediately available to the Applicable Agent. Such funds will then be made available by the Applicable Agent to the relevant Issuing Bank in satisfaction of the applicable Borrower's obligation to reimburse such Issuing Bank pursuant to clause (a) above. All ABR Loans deemed to be made pursuant to this paragraph (c) shall constitute Revolving Credit Loans which were then overduefor all purposes of this Agreement, and all Canadian Prime Rate Loans and Canadian Base Rate Loans deemed made pursuant to this paragraph (c) shall constitute Canadian Revolving Credit Loans for all purposes of this Agreement.

Reimbursement Obligation of the Borrowers. In order to induce the Issuing Banks to issue, extend and renew each Letter of Credit, (ai) Each Borrower the Company hereby agrees to reimburse or pay to each Issuing LenderBank, upon receipt with respect to each Domestic Letter of Credit issued, extended or renewed by the Borrower Representative of notice from the applicable such Issuing Lender Bank hereunder, and (ii) each of the date Canadian Borrowers hereby jointly and amount severally agrees to reimburse or pay to each Issuing Bank, with respect to each Canadian Letter of a Credit issued, extended or renewed by such Issuing Bank hereunder, as follows: (a) if any draft presented under any Letter of Credit issued on its behalf and is honored by such Issuing Bank or such Issuing Bank otherwise makes payment with respect thereto, the sum of (i) the amount paid by such Issuing Lender Bank under or with respect to such Letter of Credit, and (an “L/C Disbursement”), for ii) the amount of such draft so paid and any taxes, fees, charges or other costs or and expenses reasonably whatsoever incurred by such Issuing Lender Bank in connection with any payment made by such payment. Each such payment shall be made to the applicable Issuing LenderBank under, at its address for notices specified hereinor with respect to, in the currency in which such Letter of Credit is denominated (except thatCredit, in provided however, if the case of any Letter of Credit denominated in any Designated Foreign Currency, in the event that such payment is applicable Borrower(s) do not made to reimburse such Issuing Lender within three Business Days of Bank on the date of receipt by the Borrower Representative of such notice, upon notice by such Issuing Lender to the Borrower RepresentativeDrawdown Date, such payment amount shall be made in Dollarsbecome automatically a Syndicated Loan which is a Base Rate Loan or a Canadian Loan which is a Canadian Base Rate Loan or Canadian Prime Rate Loan, as applicable, advanced hereunder in an amount equal to the Dollar Equivalent of the amount of such payment converted on the date of such notice into Dollars at the Spot Rate of Exchange on such date) and in immediately available funds, no later than 3:00 P.M., New York City time, on the date on which the Borrower Representative receives such notice, if received prior to 11:00 A.M., New York City Time, on a Business Day and otherwise, no later than 3:00 P.M., New York City time, on the next succeeding Business Daysum; provided that the Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Subsection 2.2 that such payment be financed with ABR Loans or Swingline Loans or Canadian Prime Rate Loans 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 ABR Loans or Swingline Loans or Canadian Prime Rate Loans. Any conversion by an Issuing Lender of any payment to be made in respect of any Letter of Credit denominated in any Designated Foreign Currency into Dollars in accordance with this Subsection 3.5(a) shall be conclusive and binding upon each Borrower and the applicable Revolving Credit Lenders in the absence of manifest error; provided that upon the request of the Borrower Representative or any Revolving Credit Lender, the applicable Issuing Lender shall provide to the Borrower Representative or Revolving Credit Lender a certificate including reasonably detailed information as to the calculation of such conversion. (b) Interest upon the Maturity Date or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 13, an amount equal to the then Maximum Drawing Amount of (i) all Domestic Letters of Credit shall be payable on any and all amounts remaining unpaid (taking the Dollar Equivalent of any amounts denominated in any Designated Foreign Currency, as determined paid by the Administrative Agent) by the Borrowers under this Subsection 3.5(b) from the date the draft presented under the affected Letter of Credit is paid Company to the date on which the applicable Borrower is required to pay such amounts pursuant to clause (a) above at the rate which would then be payable on any outstanding ABR Loans that are Revolving Credit Loans Administrative Agent and (ii) thereafter until payment all Canadian Letters of Credit shall be paid by the Canadian Borrowers to the Canadian Agent, in full at each case to be held as cash collateral for the rate which would be payable on any outstanding ABR Loans that are Revolving Credit Loans which were then overdueapplicable Reimbursement Obligations.

Reimbursement Obligation of the Borrowers. (a) Each Issuing Lender shall promptly notify the Borrower Representative and the Administrative Agent of any presentation of a draft under any Letter of Credit. Each Borrower hereby agrees to reimburse each Issuing Lender, upon receipt by the Borrower Representative of notice from the applicable Issuing Lender of the date and amount of a draft presented under any Letter of Credit issued on its behalf and paid by such Issuing Lender (an “L/C Disbursement”), for the amount of such draft so paid and any taxes, fees, charges or other costs or expenses reasonably incurred by such Issuing Lender in connection with such payment. Each such payment shall be made to the applicable Issuing Lender, at its address for notices specified herein, in the currency in which such Letter of Credit is denominated (except that, in the case of any Letter of Credit denominated in any Designated Foreign Currency, in the event that such payment is not made to such Issuing Lender within three Business Days of the date of receipt by the Borrower Representative of such notice, upon notice by such Issuing Lender to the Borrower Representative, such payment shall be made in Dollars, in an amount equal to the Dollar Equivalent of the amount of such payment converted on the date of such notice into Dollars at the Spot Rate of Exchange on such date) and in immediately available funds, no later than 3:00 P.M., New York City time, on the date which is one (1) Business Day (or, if the Facility is fully drawn on such date and the applicable Borrower does not have sufficient cash on hand to make such payment, two (2) Business Days) after the date on which the Borrower Representative receives such notice, if received prior to 11:00 A.M., New York City Time, on a Business Day and otherwise, no later than 3:00 P.M., New York City time, on the next succeeding Business Day; provided that the Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Subsection subsection 2.2 that such payment be financed with ABR Loans or Swingline Loans or Canadian Prime Rate Loans 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 ABR Loans or Swingline Loans or Canadian Prime Rate Loans. Any conversion by an Issuing Lender of any payment to be made in respect of any Letter of Credit denominated in any Designated Foreign Currency into Dollars in accordance with this Subsection 3.5(a) shall be conclusive and binding upon each Borrower and the applicable Revolving Credit Lenders in the absence of manifest error; provided that upon the request of the Borrower Representative or any Revolving Credit Lender, the applicable Issuing Lender shall provide to the Borrower Representative or Revolving Credit Lender a certificate including reasonably detailed information as to the calculation of such conversion. (b) Interest shall be payable on any and all amounts remaining unpaid (taking the Dollar Equivalent of any amounts denominated in any Designated Foreign Currency, as determined by the Administrative Agent) by the Borrowers under this Subsection subsection 3.5(b) from the date the draft presented under the affected Letter of Credit is paid to the date on which the applicable Borrower is required to pay such amounts pursuant to clause (a) above at the rate which would then be payable on any outstanding ABR Loans that are Revolving Credit Loans and (ii) thereafter until payment in full at the rate which would be payable on any outstanding ABR Loans that are Revolving Credit Loans which were then overdue.