Common use of Reimbursement Obligations of the Borrower Clause in Contracts

Reimbursement Obligations of the Borrower. (a) Upon receipt by the relevant Issuing Lender from the beneficiary of any Letter of Credit of any notice of a drawing or demand for payment under such Letter of Credit, such Issuing Lender shall promptly notify the Borrower and the Administrative Agent thereof. If the Borrower receives notice (confirmed by telephone) from such Issuing Lender of a drawing or demand for payment under a Letter of Credit prior to 1:00 p.m. (New York City time), on any Business Day, the Borrower shall reimburse such Issuing Lender on such Business Day for the Unreimbursed Amount of such Letter of Credit. If the Borrower receives notice (confirmed by telephone) from such Issuing Lender of a drawing or demand for payment under a Letter of Credit at or after 1:00 p.m. (New York City time), on any Business Day, the Borrower shall so reimburse such Issuing Lender on the Business Day immediately following the Business Day upon which such notice was received by the Borrower. Such reimbursement shall be made directly to such Issuing Lender in an amount in United Stated Dollars equal to (i) the amount so paid and (ii) any Non-Excluded Taxes and any reasonable fees, charges or other costs or expenses incurred by such Issuing Lender at its Applicable Lending Office in immediately available funds (such amount that has not been reimbursed by the Borrower being, the “Unreimbursed Amount”). (b) If the Borrower fails to fully reimburse any Issuing Lender pursuant to Section 3.7(a) at the time and on the due date specified in such Section (the “Reimbursement Date”), such Issuing Lender shall so notify the Administrative Agent (with a copy to the Borrower), which notice shall be provided on a Business Day, and specify in such notice the amount of the Unreimbursed Amount. Immediately upon receipt of such notice from such Issuing Lender, the Administrative Agent shall notify each Relevant L/C Participant of the Reimbursement Date, the Unreimbursed Amount, and the amount of such Relevant L/C Participant’s Commitment Percentage thereof. (c) If there shall be any Unreimbursed Amounts owing to any Issuing Lender on or after such Unreimbursed Amounts were due pursuant to Section 3.7(a), the relevant Issuing Lender may request on behalf of the Borrower (which hereby irrevocably authorizes such Issuing Lender to act on its behalf solely in this regard), that each Relevant Facility Lender make a Relevant Facility Loan (which initially shall be a Base Rate Loan) in an amount equal to such Relevant Facility Lender’s Commitment Percentage of the outstanding amount of such Unreimbursed Amount (an “L/C Reimbursement Loan”). In accordance with Section 2.5(c), unless any of the conditions contained in Section 6.2 shall not have been satisfied or waived (in which event the procedures set forth in Section 3.6 shall apply), each Relevant Facility Lender shall make the proceeds of its Relevant Facility Loan available to the Administrative Agent prior to 11:00 a.m. (New York City time) in funds immediately available on the Business Day next succeeding the date such request is made. The proceeds of such Relevant Facility Loans shall be immediately applied to repay the applicable Issuing Lender. (d) With respect to Unreimbursed Amounts that are not paid on the date due, interest shall be payable on any and all Unreimbursed Amounts from the date such amounts become payable (whether at stated maturity, by acceleration, demand or otherwise) until payment in full (either in cash or upon the making of a Relevant Facility Loan) at the applicable rate which would be payable on any outstanding Relevant Facility Loans that were Base Rate Loans which were then overdue.

Reimbursement Obligations of the Borrower. (a) Upon receipt by The BORROWER unconditionally and irrevocably agrees to reimburse the relevant Issuing Lender from ADMINISTRATIVE AGENT on each date on which the beneficiary ADMINISTRATIVE AGENT notifies the BORROWER of any Letter of Credit of any notice the date and amount of a drawing or demand for payment draft paid under such Letter of Credit, such Issuing Lender shall promptly notify the Borrower and the Administrative Agent thereof. If the Borrower receives notice (confirmed by telephone) from such Issuing Lender of a drawing or demand for payment under a Letter of Credit prior to 1:00 p.m. (New York City time), on any Business Day, the Borrower shall reimburse such Issuing Lender on such Business Day LETTER OF CREDIT for the Unreimbursed Amount amount of such Letter of Credit. If the Borrower receives notice (confirmed by telephone) from such Issuing Lender of a drawing or demand for payment under a Letter of Credit at or after 1:00 p.m. (New York City time), on any Business Day, the Borrower shall so reimburse such Issuing Lender on the Business Day immediately following the Business Day upon which such notice was received by the Borrower. Such reimbursement shall be made directly to such Issuing Lender in an amount in United Stated Dollars equal to (i) the amount draft so paid and (ii) any Non-Excluded Taxes and any reasonable feestaxes, charges charges, or other costs or expenses incurred by the ADMINISTRATIVE AGENT in connection with such Issuing Lender payment. If any draft under a LETTER OF CREDIT is payable in a currency other than U.S. dollars, the BORROWER shall reimburse the ADMINISTRATIVE AGENT for such draft by paying to the ADMINISTRATIVE AGENT the equivalent in U.S. dollars of the amount required to purchase the currency from the ADMINISTRATIVE AGENT at its Applicable Lending Office the ADMINISTRATIVE AGENT’S current selling rate of exchange in immediately available funds Buffalo, New York for cable transfers to the place of payment in the currency and amount in which such draft was drawn (such amount that has not been reimbursed or if there is no current selling rate of exchange generally offered by the Borrower beingADMINISTRATIVE AGENT for effecting such cable transfers, the “Unreimbursed Amount”). (b) If the Borrower fails to fully reimburse any Issuing Lender pursuant to Section 3.7(a) at the time and on the due date specified in such Section (the “Reimbursement Date”), such Issuing Lender shall so notify the Administrative Agent (with a copy to the Borrower), which notice shall be provided on a Business Day, and specify in such notice the amount of the Unreimbursed Amount. Immediately upon receipt of such notice from such Issuing Lender, the Administrative Agent shall notify each Relevant L/C Participant of the Reimbursement Date, the Unreimbursed Amount, and the amount of such Relevant L/C Participant’s Commitment Percentage thereof. (c) If there U.S. dollars required to be paid shall be any Unreimbursed Amounts owing to any Issuing Lender based on or after such Unreimbursed Amounts were due pursuant to Section 3.7(a), rate as the relevant Issuing Lender may request on behalf of the Borrower (which hereby irrevocably authorizes ADMINISTRATIVE AGENT shall determine in good faith for such Issuing Lender to act on its behalf solely in this regard), that each Relevant Facility Lender make a Relevant Facility Loan (which initially shall be a Base Rate Loan) in an amount equal to such Relevant Facility Lender’s Commitment Percentage of the outstanding amount of such Unreimbursed Amount (an “L/C Reimbursement Loan”purpose). In accordance with Section 2.5(c), unless any of the conditions contained in Section 6.2 shall not have been satisfied or waived (in which event the procedures set forth in Section 3.6 shall apply), each Relevant Facility Lender shall make the proceeds of its Relevant Facility Loan available to the Administrative Agent prior to 11:00 a.m. (New York City time) in funds immediately available on the Business Day next succeeding the date such request is made. The proceeds of such Relevant Facility Loans shall be immediately applied to repay the applicable Issuing Lender. (d) With respect to Unreimbursed Amounts that are not paid on the date due, interest Interest shall be payable on any and all Unreimbursed Amounts amounts remaining unpaid by the BORROWER under this Section from the date such amounts become payable (whether at stated maturity, by acceleration, demand or otherwise) until payment in full (either in cash or upon the making of a Relevant Facility Loan) at the applicable rate BASE RATE. Each drawing under any LETTER OF CREDIT shall be deemed to automatically constitute a request by the BORROWER to the ADMINISTRATIVE AGENT for a BASE RATE BORROWING under the LOANS in the amount of such drawing to be made on the date on which would the ADMINISTRATIVE AGENT notifies the BORROWER of the drawing, and the proceeds of such BASE RATE BORROWING shall be payable on any outstanding Relevant Facility Loans that were Base Rate Loans which were then overdueapplied automatically by the LENDER to satisfy the BORROWER’S reimbursement obligations set forth in this Section.

Reimbursement Obligations of the Borrower. (a) Upon receipt by the relevant Issuing Lender from the beneficiary of any Letter of Credit of any notice of a drawing or demand for payment under such Letter of Credit, such the applicable Issuing Lender shall promptly notify the Borrower and the Administrative Agent thereof. If the Borrower receives notice (confirmed by telephone) from such an Issuing Lender of a drawing or demand for payment under a Letter of Credit prior to 1:00 12:00 p.m. (New York City time), on any Business Day, the Borrower shall reimburse such Issuing Lender no later than 3:00 p.m. New York City time on such Business Day for the Unreimbursed Amount of such Letter of Credit. If the Borrower receives notice (confirmed by telephone) from such an Issuing Lender of a drawing or demand for payment under a Letter of Credit at or after 1:00 12:00 p.m. (New York City time), on any Business Day, the Borrower shall so reimburse such the applicable Issuing Lender no later than 3:00 p.m., New York City time, on the Business Day immediately following the Business Day upon which such notice was received by the Borrower. Such reimbursement shall be made directly to such the applicable Issuing Lender at its Applicable Lending Office in immediately available funds in U.S. Dollars, in an amount in United Stated Dollars equal to (i) the amount so paid by such Issuing Lender in connection with such drawing or payment and (ii) any Non-Excluded Taxes taxes and any reasonable fees, charges or other costs or expenses incurred in by such Issuing Lender at its Applicable Lending Office in immediately available funds (such amount that has not been prior to being reimbursed by the Borrower beingBorrower, the “"Unreimbursed Amount”"). (b) If Each drawing or payment under any Letter of Credit that is not timely reimbursed by the Borrower fails pursuant to fully reimburse any Issuing Lender this Section 3.5 shall (unless an event of the type described in Section 9(f) shall have occurred and be continuing with respect to the Borrower or the Termination Date shall have occurred, in which case the procedures specified in Section 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower for a borrowing pursuant to Section 3.7(a) at 2.4 of Revolving Credit Loans that are Base Rate Loans in the time and on the due date specified in such Section (the “Reimbursement Date”), such Issuing Lender shall so notify the Administrative Agent (with a copy amount equal to the Borrower)Unreimbursed Amount of such Letter of Credit, the proceeds of which notice shall be provided on a Business Day, and specify in applied to repay such notice the amount of the Unreimbursed Amount. Immediately upon receipt The Borrower shall not be required to give notice of such notice from such Issuing LenderLoans to the Administrative Agent, and the Administrative Agent shall notify each Relevant L/C Participant not be required to give notice of such Loans to the Reimbursement DateLenders, except notice under Section 3.4(c). So long as no Event of Default under Section 9.1(f) shall have occurred and be continuing, the Unreimbursed Amount, applicable Issuing Lender and each other Lender which shall have made the amount payment required by it under Section 3.4(c) shall be deemed to have approved and made Loans under this Section 3.5(b) automatically and without any action by the Borrower. The Borrowing Date with respect to such borrowing shall be the date of such Relevant L/C Participant’s Commitment Percentage thereofdrawing or payment. (c) If there shall be any Unreimbursed Amounts owing to any Issuing Lender on or after such Unreimbursed Amounts were due pursuant to Section 3.7(a), the relevant Issuing Lender may request on behalf of the Borrower (which hereby irrevocably authorizes such Issuing Lender to act on its behalf solely in this regard), that each Relevant Facility Lender make a Relevant Facility Loan (which initially shall be a Base Rate Loan) in an amount equal to such Relevant Facility Lender’s Commitment Percentage of the outstanding amount of such Unreimbursed Amount (an “L/C Reimbursement Loan”). In accordance with Section 2.5(c), unless any of the conditions contained in Section 6.2 shall not have been satisfied or waived (in which event the procedures set forth in Section 3.6 shall apply), each Relevant Facility Lender shall make the proceeds of its Relevant Facility Loan available to the Administrative Agent prior to 11:00 a.m. (New York City time) in funds immediately available on the Business Day next succeeding the date such request is made. The proceeds of such Relevant Facility Loans shall be immediately applied to repay the applicable Issuing Lender. (d) With respect to Unreimbursed Amounts that are not paid on the date due, interest Interest shall be payable on any and all Unreimbursed Amounts from and including the date such amounts become payable (whether at stated maturity, of payment by acceleration, demand or otherwise) an Issuing Lender to the applicable beneficiary until payment in full by the Borrower (either in cash or upon the making of pursuant to a Relevant Facility Loan) in full at (i) for the first three Business Days, the rate per annum applicable rate which would be payable on any outstanding Relevant Facility Loans that were to Base Rate Loans which were then overdueunder Section 4.2(b), and (ii) thereafter, the rate set forth in Section 4.2(d) regardless of whether the Required Lenders have made the election referred to therein.

Reimbursement Obligations of the Borrower. 5.3.1 Within one (a1) Upon receipt Business Day following payment by the relevant Issuing Lender from the beneficiary of any Letter of Credit of any notice of amount under a drawing or demand for payment under such Letter of Credit, such the Borrower shall pay to the Issuing Lender shall promptly notify an amount, in the Borrower and currency in which the Administrative Agent thereof. If the Borrower receives notice (confirmed by telephone) from such Issuing Lender of a drawing or demand for payment under a Letter of Credit prior is payable, in same day funds equal to 1:00 p.m. (New York City time), on any Business Day, the Borrower shall reimburse such amount paid by the Issuing Lender on such Business Day for thereunder, together with all charges and expenses payable to or incurred by the Unreimbursed Amount of such Issuing Lender in connection with the Letter of Credit. If the Borrower receives notice (confirmed by telephone) from such Issuing Lender of a drawing or demand for payment under a Letter of Credit at or after 1:00 p.m. (New York City time), on any Business Day, the Borrower shall so reimburse such Issuing Lender on the Business Day immediately following the Business Day upon which such notice was received by the Borrower. Such reimbursement shall be made directly to such Issuing Lender in an amount in United Stated Dollars equal to (i) the amount so paid and (ii) any Non-Excluded Taxes and any reasonable fees, charges or other costs or expenses incurred by such Issuing Lender at its Applicable Lending Office in immediately available funds (such amount that has not been reimbursed by the Borrower being, the “Unreimbursed Amount”). (b) 5.3.2 If the Borrower fails to fully reimburse any pay to the Issuing Lender pursuant the amount requested, then the Borrower shall be deemed to Section 3.7(ahave requested a Prime Rate Loan (in the case of Letters of Credit denominated in Canadian dollars) at or a USBR Loan (in the time case of Letters of Credit denominated in U.S. dollars) in an amount equal to the amount paid by the Issuing Lender, together with all charges and on expenses payable to or incurred by the due date specified in such Section (the “Reimbursement Date”), such Issuing Lender shall so notify in connection with the Administrative Agent (with a copy Letter of Credit. 5.3.3 The Borrower hereby undertakes to indemnify and hold harmless the Borrower), which notice shall be provided on a Business Day, and specify in such notice the amount of the Unreimbursed Amount. Immediately upon receipt of such notice from such Issuing Lender, the Administrative Agent shall notify and each Relevant L/C Participant Revolving Lender from time to time from and against all liabilities and costs (including, without limitation, any costs incurred in funding any amount which falls due from any Revolving Lender under any Letter of Credit hereunder) to the Reimbursement Date, extent that such liabilities or costs are not satisfied or compensated by the Unreimbursed Amount, and the amount payment of such Relevant L/C Participant’s Commitment Percentage thereof. (c) If there shall be any Unreimbursed Amounts owing to any Issuing Lender interest on or after such Unreimbursed Amounts were sums due pursuant to Section 3.7(a)this Agreement in connection with any Letter of Credit, except where such liabilities or costs result from the relevant gross negligence or wilful misconduct of the Person claiming indemnification. 5.3.4 Each Revolving Lender shall, on request by the Issuing Lender, immediately pay to the Issuing Lender may request on behalf of the Borrower (which hereby irrevocably authorizes such Issuing Lender to act on its behalf solely in this regard), that each Relevant Facility Lender make a Relevant Facility Loan (which initially shall be a Base Rate Loan) in an amount equal to such Relevant Facility Revolving Lender’s Commitment Percentage Rateable Portion of the outstanding amount paid by the Issuing Lender such that each Revolving Lender is participating in the deemed Loan referred to in Section 5.3.2 in accordance with its Rateable Portion. 5.3.5 Each Revolving Lender shall be required to make the Advances referred to in Section 5.3.2 or the payments referred to in Section 5.3.4 notwithstanding (i) the amount of such Unreimbursed Amount the Advance may not comply with the minimum amount required for Advances hereunder; (an “L/C Reimbursement Loan”). In accordance with Section 2.5(c), unless ii) whether any of the conditions contained specified in Section 6.2 shall not have been satisfied 10.3 are then satisfied; (iii) whether a Default or waived Event of Default has occurred and is continuing; (in which event the procedures set forth in Section 3.6 shall apply), each Relevant Facility Lender shall make the proceeds of its Relevant Facility Loan available to the Administrative Agent prior to 11:00 a.m. (New York City timeiv) in funds immediately available on the Business Day next succeeding the date such request is made. The proceeds of such Relevant Facility Loans shall be immediately applied to repay Advance; and (v) whether the applicable Issuing Lender. (d) With respect to Unreimbursed Amounts that are not paid on the date dueAggregate Commitment has been, interest shall be payable on any and all Unreimbursed Amounts from the date such amounts become payable (whether at stated maturityor, by acceleration, demand or otherwise) until payment in full (either in cash or upon after the making of a Relevant Facility Loan) at such Advance, will be, exceeded. 5.3.6 Each Revolving Lender shall immediately on demand indemnify the applicable rate which would be payable on Issuing Lender to the extent of such Revolving Lender’s Rateable Portion of any outstanding Relevant Facility Loans amounts paid or liability incurred by the Issuing Lender under each Letter of Credit to the extent that were Base Rate Loans which were then overduethe Borrower does not fully reimburse the Issuing Lender therefor.

Reimbursement Obligations of the Borrower. (a) Upon receipt by the relevant Issuing Lender from the beneficiary of any Letter of Credit of any notice of a drawing or demand for payment under such Letter of Credit, such the applicable Issuing Lender shall promptly notify the Borrower and the Administrative Agent thereof. Such Issuing Lender shall also give the Administrative Agent prompt notice of receipt of a request for a Reducing LC Payment. If the Borrower receives obtains written notice (confirmed by telephone) from such any Issuing Lender of a drawing or demand for payment under a Letter of Credit prior to 1:00 p.m. (New York City time), on any Business Day, the Borrower shall reimburse such Issuing Lender on such Business Day for the Unreimbursed Amount of such Letter of Credit. If the Borrower receives notice (confirmed by telephone) from such Issuing Lender of a drawing or demand for payment under a Letter of Credit at or after 1:00 no later than 3:00 p.m. (New York City time), on any Business Day, the Borrower shall so reimburse such Issuing Lender time on the Business Day immediately following the Business Day upon which such notice was received by the Borrower. Such reimbursement The Borrower shall reimburse the applicable Issuing Lender no later than 3:00 p.m. New York City time on the day such Issuing Lender makes a Reducing LC Payment for the Unreimbursed Amount of such Reducing LC Payment. Each of the foregoing reimbursements shall be made directly to such the applicable Issuing Lender at its Applicable Lending Office in immediately available funds in an amount in United Stated Dollars equal to (i) the amount so paid by such Issuing Lender in connection with such drawing, payment or request for Reducing LC Payment and (ii) any Non-Excluded Taxes taxes and any reasonable fees, charges or other costs or expenses incurred by such Issuing Lender at its Applicable Lending Office in immediately available funds (each such amount that has not been reimbursed by the Borrower being, the an “Unreimbursed Amount”). (b) If the Borrower fails to fully reimburse any Issuing Lender pursuant to Section 3.7(a) at the time and on the due date specified in such Section (the “Reimbursement Date”), such Issuing Lender shall so notify the Administrative Agent (with a copy to the Borrower), which notice shall be provided on a Business Day, and specify in such notice the amount of the Unreimbursed Amount. Immediately upon receipt of such notice from such Issuing Lender, the Administrative Agent shall notify each Relevant L/C Participant of the Reimbursement Date, the Unreimbursed Amount, and the amount of such Relevant L/C Participant’s Commitment Percentage thereof. (c) If there shall be any Unreimbursed Amounts owing to any Issuing Lender on or after such Unreimbursed Amounts were due pursuant to Section 3.7(a), the relevant Issuing Lender may request on behalf of the Borrower (which hereby irrevocably authorizes such Issuing Lender to act on its behalf solely in this regard), that each Relevant Facility Lender make a Relevant Facility Loan (which initially shall be a Base Rate Loan) in an amount equal to such Relevant Facility Lender’s Commitment Percentage of the outstanding amount of such Unreimbursed Amount (an “L/C Reimbursement Loan”). In accordance with Section 2.5(c), unless any of the conditions contained in Section 6.2 shall not have been satisfied or waived (in which event the procedures set forth in Section 3.6 shall apply), each Relevant Facility Lender shall make the proceeds of its Relevant Facility Loan available to the Administrative Agent prior to 11:00 a.m. (New York City time) in funds immediately available on the Business Day next succeeding the date such request is made. The proceeds of such Relevant Facility Loans shall be immediately applied to repay the applicable Issuing Lender. (d) With respect to Unreimbursed Amounts that are not paid on the date due, interest Interest shall be payable on any and all Unreimbursed Amounts from and including the date such amounts become payable (whether at stated maturity, of payment by acceleration, demand or otherwise) any Issuing Lender to the applicable beneficiary until payment by the Borrower in full (either in cash or upon the making of a Relevant Facility Loan) at the applicable rate which would be payable on any outstanding Relevant Facility Loans that were Base Rate Loans which were then overdueset forth in Section 4.3(c).

Reimbursement Obligations of the Borrower. (a) Upon receipt by the relevant Issuing Lender from the beneficiary of any Letter of Credit of any notice of a drawing or demand for payment under such Letter of Credit, such the Issuing Lender of such Letter of Credit shall promptly notify the Borrower and the Administrative Agent thereof. If the Borrower receives notice (confirmed by telephone) from such Issuing Lender of a drawing or demand for payment under a Letter of Credit prior to 1:00 p.m. 11:00 a.m. (New York City time), on any Business Day, the Borrower shall reimburse such Issuing Lender on such Business Day for the Unreimbursed Amount of such Letter of Credit. If the Borrower receives notice (confirmed by telephone) from such Issuing Lender of a drawing or demand for payment under a Letter of Credit at or after 1:00 p.m. 11:00 a.m. (New York City time), on any Business Day, the Borrower shall so reimburse such Issuing Lender on the Business Day immediately following the Business Day upon which such notice was received by the Borrower. Such reimbursement shall be made directly to such Issuing Lender in an amount in United Stated Dollars equal to (i) the amount so paid and (ii) any Non-Excluded Taxes taxes and any reasonable fees, charges or other costs or expenses incurred by such Issuing Lender at its Applicable Lending Office in United States Dollars and in immediately available funds (such amount that has not been reimbursed by the Borrower being, the “Unreimbursed Amount”). (b) If Each drawing or payment under any Letter of Credit that is not timely reimbursed by the Borrower fails to fully reimburse any Issuing Lender pursuant to Section 3.7(a3.5(a) at shall (unless an event of the time type described in Section 9(f) shall have occurred and on the due date specified in such Section (the “Reimbursement Date”), such Issuing Lender shall so notify the Administrative Agent (be continuing with a copy respect to the Borrower), in which notice case the procedures specified in Section 3.4 for funding by L/C Participants shall be provided on apply) constitute a Business Day, and specify request by the Borrower for a borrowing pursuant to Section 2.3 of Base Rate Loans in such notice the amount of the Unreimbursed Amount. Immediately upon receipt Amount of such notice from Letter of Credit. The Borrowing Date with respect to such Issuing Lender, borrowing shall be the Administrative Agent shall notify each Relevant L/C Participant of the Reimbursement Date, the Unreimbursed Amount, and the amount date of such Relevant L/C Participant’s Commitment Percentage thereofdrawing or payment. (c) If there shall be any Unreimbursed Amounts owing to any Issuing Lender on or after such Unreimbursed Amounts were due pursuant to Section 3.7(a), the relevant Issuing Lender may request on behalf of the Borrower (which hereby irrevocably authorizes such Issuing Lender to act on its behalf solely in this regard), that each Relevant Facility Lender make a Relevant Facility Loan (which initially shall be a Base Rate Loan) in an amount equal to such Relevant Facility Lender’s Commitment Percentage of the outstanding amount of such Unreimbursed Amount (an “L/C Reimbursement Loan”). In accordance with Section 2.5(c), unless any of the conditions contained in Section 6.2 shall not have been satisfied or waived (in which event the procedures set forth in Section 3.6 shall apply), each Relevant Facility Lender shall make the proceeds of its Relevant Facility Loan available to the Administrative Agent prior to 11:00 a.m. (New York City time) in funds immediately available on the Business Day next succeeding the date such request is made. The proceeds of such Relevant Facility Loans shall be immediately applied to repay the applicable Issuing Lender. (d) With respect to Unreimbursed Amounts that are not paid on the date due, interest Interest shall be payable on any and all Unreimbursed Amounts from the date such amounts become payable (whether at stated maturity, by acceleration, demand acceleration or otherwise) until payment in full (either in cash or upon the making of pursuant to a Relevant Facility Revolving Credit Loan) at the applicable rate which would be payable on any outstanding Relevant Facility Loans that were Base Rate Revolving Credit Loans which were then overdue.

Reimbursement Obligations of the Borrower. (a) Upon receipt by If the relevant Issuing Lender from the beneficiary of shall make any Letter of Credit of any notice LC Disbursement in respect of a drawing or demand for payment under such Letter of Credit, such Issuing Lender shall promptly notify the Borrower and the Administrative Agent thereof. If the Borrower receives notice (confirmed by telephone) from such Issuing Lender of a drawing or demand for payment under a Letter of Credit prior to 1:00 p.m. (New York City time), on any Business Day, the Borrower shall reimburse such Issuing Lender on LC Disbursement by paying to the Agent an amount in Dollars equal to such Business Day for LC Disbursement (or, in the Unreimbursed Amount case of such an LC Disbursement in in respect of a Euro Letter of Credit. If , the Borrower receives notice (confirmed by telephoneDollar Equivalent thereof) from such Issuing Lender of a drawing or demand for payment under a Letter of Credit at or after 1:00 p.m. (not later than 12:00 noon, New York City time), on any Business Daythe date that such LC Disbursement is made, if the Borrower shall so reimburse have received notice of such Issuing Lender LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 12:00 noon, New York City time, on (i) the Business Day that the Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (ii) the Business Day immediately following the Business Day upon which day that the Borrower receives such notice, if such notice was is not received prior to such time on the day of receipt; provided that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.04(a) that such payment be financed with an ABR Borrowing in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the Borrowerresulting ABR Borrowing. Such reimbursement shall be made directly to such Issuing Lender in an amount in United Stated Dollars equal to (i) the amount so paid and (ii) any Non-Excluded Taxes and any reasonable fees, charges or other costs or expenses incurred by such Issuing Lender at its Applicable Lending Office in immediately available funds (such amount that has not been reimbursed by the Borrower being, the “Unreimbursed Amount”). (b) If the Borrower fails to fully reimburse any Issuing Lender pursuant to Section 3.7(a) at the time and on the due date specified in make such Section (the “Reimbursement Date”), such Issuing Lender shall so notify the Administrative Agent (with a copy to the Borrower), which notice shall be provided on a Business Day, and specify in such notice the amount of the Unreimbursed Amount. Immediately upon receipt of such notice from such Issuing Lenderpayment when due, the Administrative Agent shall notify each Relevant L/C Participant Lender of the Reimbursement Dateapplicable LC Disbursement, the Unreimbursed Amount, payment then due from the Borrower in respect thereof and the amount of such Relevant L/C ParticipantLender’s Revolving Credit Commitment Percentage thereof. (c) If there . Promptly following receipt of such notice, each Lender shall be any Unreimbursed Amounts owing pay to any Issuing Lender on or after such Unreimbursed Amounts were due pursuant to Section 3.7(a), the relevant Issuing Lender may request on behalf of the Borrower (which hereby irrevocably authorizes such Issuing Lender to act on Agent its behalf solely in this regard), that each Relevant Facility Lender make a Relevant Facility Loan (which initially shall be a Base Rate Loan) in an amount equal to such Relevant Facility Lender’s Revolving Credit Commitment Percentage of the outstanding amount payment then due from the Borrower, in the same manner as provided in Section 2.05 with respect to Revolving Credit Loans made by such Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment obligations of such Unreimbursed Amount (an “L/C Reimbursement Loan”). In accordance with Section 2.5(cthe Lenders), unless and the Agent shall promptly pay to the Issuing Lender the amounts so received by it from the Lenders. Promptly following receipt by the Agent of any payment from the Borrower pursuant to this paragraph, the Agent shall distribute such payment to the Issuing Lender or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the Issuing Lender, then to such Lenders and the Issuing Lender as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the Issuing Lender for any LC Disbursement (other than the funding of the conditions contained in Section 6.2 ABR Loans as contemplated above) shall not have been satisfied or waived (in which event constitute a Revolving Credit Loan and shall not relieve the procedures set forth in Section 3.6 shall apply), each Relevant Facility Lender shall make the proceeds Borrower of its Relevant Facility Loan available obligation to the Administrative Agent prior to 11:00 a.m. (New York City time) in funds immediately available on the Business Day next succeeding the date reimburse such request is made. The proceeds of such Relevant Facility Loans shall be immediately applied to repay the applicable Issuing LenderLC Disbursement. (d) With respect to Unreimbursed Amounts that are not paid on the date due, interest shall be payable on any and all Unreimbursed Amounts from the date such amounts become payable (whether at stated maturity, by acceleration, demand or otherwise) until payment in full (either in cash or upon the making of a Relevant Facility Loan) at the applicable rate which would be payable on any outstanding Relevant Facility Loans that were Base Rate Loans which were then overdue.

Reimbursement Obligations of the Borrower. 5.3.1 Within one (a1) Upon receipt Business Day following payment by the relevant Issuing Lender from the beneficiary of any Letter of Credit of any notice of amount under a drawing or demand for payment under such Letter of Credit, such the Borrower shall pay to the Issuing Lender shall promptly notify an amount, in the Borrower and currency in which the Administrative Agent thereof. If the Borrower receives notice (confirmed by telephone) from such Issuing Lender of a drawing or demand for payment under a Letter of Credit prior is payable, in same day funds equal to 1:00 p.m. (New York City time), on any Business Day, the Borrower shall reimburse such amount paid by the Issuing Lender on such Business Day for thereunder, together with all charges and expenses payable to or incurred by the Unreimbursed Amount of such Issuing Lender in connection with the Letter of Credit. If the Borrower receives notice (confirmed by telephone) from such Issuing Lender of a drawing or demand for payment under a Letter of Credit at or after 1:00 p.m. (New York City time), on any Business Day, the Borrower shall so reimburse such Issuing Lender on the Business Day immediately following the Business Day upon which such notice was received by the Borrower. Such reimbursement shall be made directly to such Issuing Lender in an amount in United Stated Dollars equal to (i) the amount so paid and (ii) any Non-Excluded Taxes and any reasonable fees, charges or other costs or expenses incurred by such Issuing Lender at its Applicable Lending Office in immediately available funds (such amount that has not been reimbursed by the Borrower being, the “Unreimbursed Amount”). (b) 5.3.2 If the Borrower fails to fully reimburse any pay to the Issuing Lender pursuant the amount requested, then the Borrower shall be deemed to Section 3.7(ahave requested a Prime Rate Loan (in the case of Letters of Credit denominated in Canadian dollars) at or a USBR Loan (in the time case of Letters of Credit denominated in U.S. dollars) in an amount equal to the amount paid by the Issuing Lender, together with all charges and on expenses payable to or incurred by the due date specified in such Section (the “Reimbursement Date”), such Issuing Lender shall so notify in connection with the Administrative Agent (with a copy Letter of Credit. 5.3.3 The Borrower hereby undertakes to indemnify and hold harmless the Borrower), which notice shall be provided on a Business Day, and specify in such notice the amount of the Unreimbursed Amount. Immediately upon receipt of such notice from such Issuing Lender, the Administrative Agent shall notify and each Relevant L/C Participant Revolving Lender from time to time from and against all liabilities and costs (including, without limitation, any costs incurred in funding any amount which falls due from any Revolving Lender under any Letter of Credit hereunder) to the Reimbursement Date, extent that such liabilities or costs are not satisfied or compensated by the Unreimbursed Amount, and the amount payment of such Relevant L/C Participant’s Commitment Percentage thereof. (c) If there shall be any Unreimbursed Amounts owing to any Issuing Lender interest on or after such Unreimbursed Amounts were sums due pursuant to Section 3.7(a)this Agreement in connection with any Letter of Credit, except where such liabilities or costs result from the relevant gross negligence or wilful misconduct of the Person claiming indemnification. 5.3.4 Each Revolving Lender shall, on request by the Issuing Lender, immediately pay to the Issuing Lender may request on behalf of the Borrower (which hereby irrevocably authorizes such Issuing Lender to act on its behalf solely in this regard), that each Relevant Facility Lender make a Relevant Facility Loan (which initially shall be a Base Rate Loan) in an amount equal to such Relevant Facility Revolving Lender’s Commitment Percentage Rateable Portion of the outstanding amount paid by the Issuing Lender such that each Revolving Lender is participating in the deemed Loan referred to in Section 5.3.2 in accordance with its Rateable Portion. 5.3.5 Each Revolving Lender shall be required to make the Advances referred to in Section 5.3.2 or the payments referred to in Section 5.3.4 notwithstanding (i) the amount of such Unreimbursed Amount the Advance may not comply with the minimum amount required for Advances hereunder; (an “L/C Reimbursement Loan”). In accordance with Section 2.5(c), unless ii) whether any of the conditions contained specified in Section 6.2 shall not have been satisfied 10.2 are then satisfied; (iii) whether a Default or waived Event of Default has occurred and is continuing; (in which event the procedures set forth in Section 3.6 shall apply), each Relevant Facility Lender shall make the proceeds of its Relevant Facility Loan available to the Administrative Agent prior to 11:00 a.m. (New York City timeiv) in funds immediately available on the Business Day next succeeding the date such request is made. The proceeds of such Relevant Facility Loans shall be immediately applied to repay Advance; and (v) whether the applicable Issuing Lender. (d) With respect to Unreimbursed Amounts that are not paid on the date dueAggregate Commitment has been, interest shall be payable on any and all Unreimbursed Amounts from the date such amounts become payable (whether at stated maturityor, by acceleration, demand or otherwise) until payment in full (either in cash or upon after the making of a Relevant Facility Loan) at such Advance, will be, exceeded. 5.3.6 Each Revolving Lender shall immediately on demand indemnify the applicable rate which would be payable on Issuing Lender to the extent of such Revolving Lender’s Rateable Portion of any outstanding Relevant Facility Loans amounts paid or liability incurred by the Issuing Lender under each Letter of Credit to the extent that were Base Rate Loans which were then overduethe Borrower does not fully reimburse the Issuing Lender therefor.

Reimbursement Obligations of the Borrower. (a) Upon receipt by The Borrower agrees to reimburse the relevant Issuing Lender from on each date on which the beneficiary Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit of any notice of a drawing or demand for payment under such Letter of Credit, such and paid by the Issuing Lender shall promptly notify or, if later, on each date on which such draft is paid by the Borrower and the Administrative Agent thereof. If the Borrower receives notice (confirmed by telephone) from such Issuing Lender of a drawing or demand for payment under a Letter of Credit prior to 1:00 p.m. (New York City time), on any Business Day, the Borrower shall reimburse such Issuing Lender on such Business Day for the Unreimbursed Amount amount of (1) such Letter of Credit. If the Borrower receives notice (confirmed by telephone) from such Issuing Lender of a drawing or demand for payment under a Letter of Credit at or after 1:00 p.m. (New York City time), on any Business Day, the Borrower shall so reimburse such Issuing Lender on the Business Day immediately following the Business Day upon which such notice was received by the Borrower. Such reimbursement shall be made directly to such Issuing Lender in an amount in United Stated Dollars equal to (i) the amount draft so paid and (ii2) any Non-Excluded Taxes taxes and any reasonable fees, charges or other costs or expenses incurred by the Issuing Lender in connection with such payment. Each such payment shall be made to the Issuing Lender at its Applicable Lending Office address for notices specified herein in U.S. dollars and in immediately available funds (such amount that has not been reimbursed by the Borrower being, the “Unreimbursed Amount”)funds. (b) If the Borrower fails to fully reimburse any Issuing Lender pursuant to Section 3.7(a) at the time and on the due date specified in such Section (the “Reimbursement Date”), such Issuing Lender shall so notify the Administrative Agent (with a copy to the Borrower), which notice shall be provided on a Business Day, and specify in such notice the amount of the Unreimbursed Amount. Immediately upon receipt of such notice from such Issuing Lender, the Administrative Agent shall notify each Relevant L/C Participant of the Reimbursement Date, the Unreimbursed Amount, and the amount of such Relevant L/C Participant’s Commitment Percentage thereof. (c) If there shall be any Unreimbursed Amounts owing to any Issuing Lender on or after such Unreimbursed Amounts were due pursuant to Section 3.7(a), the relevant Issuing Lender may request on behalf of the Borrower (which hereby irrevocably authorizes such Issuing Lender to act on its behalf solely in this regard), that each Relevant Facility Lender make a Relevant Facility Loan (which initially shall be a Base Rate Loan) in an amount equal to such Relevant Facility Lender’s Commitment Percentage of the outstanding amount of such Unreimbursed Amount (an “L/C Reimbursement Loan”). In accordance with Section 2.5(c), unless any of the conditions contained in Section 6.2 shall not have been satisfied or waived (in which event the procedures set forth in Section 3.6 shall apply), each Relevant Facility Lender shall make the proceeds of its Relevant Facility Loan available to the Administrative Agent prior to 11:00 a.m. (New York City time) in funds immediately available on the Business Day next succeeding the date such request is made. The proceeds of such Relevant Facility Loans shall be immediately applied to repay the applicable Issuing Lender. (d) With respect to Unreimbursed Amounts that are not paid on the date due, interest Interest shall be payable on any and all Unreimbursed Amounts amounts remaining unpaid by the Borrower under this Section from the date such amounts become payable (whether at stated maturity, by acceleration, demand acceleration or otherwise) until payment in full (either in cash or upon the making of a Relevant Facility Loan) at the applicable rate which would be payable on any outstanding Relevant Facility overdue Revolving Credit Loans that were are Base Rate Loans. (c) No later than 11:00 a.m., Chicago, Illinois time, one Business Day prior to the Revolving Credit Termination Date, the Borrower shall deposit into the L/C Cash Collateral Account cash in an amount of not less than 100% of the aggregate face amount of all Letters of Credit to be outstanding as of the Revolving Credit Termination Date, which amounts shall be held as cash collateral for the outstanding L/C Obligations until all L/C Obligations shall have been terminated and all amounts owing to the Administrative Agent, the Issuing Lender or the Lenders in respect of Letters of Credit and the transactions relating thereto shall have been paid in full. If the Borrower has not deposited cash into the L/C Cash Collateral Account as and when set forth above, the Borrower shall be deemed to have requested, one Business Day prior to the Revolving Credit Termination Date, a borrowing pursuant to Section 3.2 of Revolving Credit Loans which are Base Rate Loans which were then overduein the amount required to be so deposited. The proceeds of all such Revolving Credit Loans shall be deposited into the L/C Cash Collateral Account. The Administrative Agent shall be entitled to withdraw any amounts credited to the L/C Cash Collateral Account and apply such amounts applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the Issuing Lender and the Revolving Credit Lenders for any drawings on any Letter of Credit or fees or expenses relating to any Letter of Credit. If at any time the aggregate amount of funds credited to the L/C Cash Collateral Account exceeds 100% of the aggregate face amount of all Letters of Credit outstanding at such time, the Administrative Agent shall release the amount of such excess to the Borrower. The Borrower hereby grants in favor of the Administrative Agent, for the benefit of the Issuing Lender and the Lenders, a security interest and lien upon the L/C Cash Collateral Account and all amounts credit thereto from time to time to secure the Obligations of the Borrower under the Loan Documents.

Reimbursement Obligations of the Borrower. (a) Upon receipt by the relevant The Borrower agrees to reimburse any Issuing Lender from on each date on which such Issuing Lender notifies the beneficiary Borrower of the date and amount of a draft presented under any Letter of Credit of any notice of a drawing or demand for payment under such Letter of Credit, and paid by such Issuing Lender shall promptly notify the Borrower and the Administrative Agent thereof. If the Borrower receives notice (confirmed or, if later, on each date on which such draft is paid by telephone) from such Issuing Lender of a drawing or demand for payment under a Letter of Credit prior to 1:00 p.m. (New York City time), on any Business Day, the Borrower shall reimburse such Issuing Lender on such Business Day for the Unreimbursed Amount amount of (1) such Letter of Credit. If the Borrower receives notice (confirmed by telephone) from such Issuing Lender of a drawing or demand for payment under a Letter of Credit at or after 1:00 p.m. (New York City time), on any Business Day, the Borrower shall so reimburse such Issuing Lender on the Business Day immediately following the Business Day upon which such notice was received by the Borrower. Such reimbursement shall be made directly to such Issuing Lender in an amount in United Stated Dollars equal to (i) the amount draft so paid and (ii2) any Non-Excluded Taxes taxes and any reasonable fees, charges or other costs or expenses incurred by such Issuing Lender at its Applicable Lending Office address for notices specified herein in lawful money of the United States of America and in immediately available funds (such funds. The amount that has not been paid in respect of any draft presented under any Alternate Currency Letter of Credit and so required to be reimbursed by the Borrower being, shall convert on the “Unreimbursed Amount”)date of such payment by the applicable Issuing Lender to the Borrower into an amount denominated in Dollars equal to the Dollar Equivalent thereof as of such date. (b) If the Borrower fails to fully reimburse any Issuing Lender pursuant to Section 3.7(a) at the time and on the due date specified in such Section (the “Reimbursement Date”), such Issuing Lender shall so notify the Administrative Agent (with a copy to the Borrower), which notice shall be provided on a Business Day, and specify in such notice the amount of the Unreimbursed Amount. Immediately upon receipt of such notice from such Issuing Lender, the Administrative Agent shall notify each Relevant L/C Participant of the Reimbursement Date, the Unreimbursed Amount, and the amount of such Relevant L/C Participant’s Commitment Percentage thereof. (c) If there shall be any Unreimbursed Amounts owing to any Issuing Lender on or after such Unreimbursed Amounts were due pursuant to Section 3.7(a), the relevant Issuing Lender may request on behalf of the Borrower (which hereby irrevocably authorizes such Issuing Lender to act on its behalf solely in this regard), that each Relevant Facility Lender make a Relevant Facility Loan (which initially shall be a Base Rate Loan) in an amount equal to such Relevant Facility Lender’s Commitment Percentage of the outstanding amount of such Unreimbursed Amount (an “L/C Reimbursement Loan”). In accordance with Section 2.5(c), unless any of the conditions contained in Section 6.2 shall not have been satisfied or waived (in which event the procedures set forth in Section 3.6 shall apply), each Relevant Facility Lender shall make the proceeds of its Relevant Facility Loan available to the Administrative Agent prior to 11:00 a.m. (New York City time) in funds immediately available on the Business Day next succeeding the date such request is made. The proceeds of such Relevant Facility Loans shall be immediately applied to repay the applicable Issuing Lender. (d) With respect to Unreimbursed Amounts that are not paid on the date due, interest Interest shall be payable on any and all Unreimbursed Amounts amounts remaining unpaid by the Borrower under this Section from the date such amounts become payable (whether at stated maturity, by acceleration, demand acceleration or otherwise) until payment in full (either in cash or upon the making of a Relevant Facility Loan) at the applicable rate which would be payable on any outstanding Relevant Facility Loans that were Base Rate Loans which were then overdue. (c) Each drawing under any Letter of Credit shall constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 4.3 of Base Rate Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the date of such drawing.

Reimbursement Obligations of the Borrower. (a) Upon receipt by The Borrower agrees to reimburse the relevant Issuing Lender from on each date on which the beneficiary Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit of any notice of a drawing or demand for payment under such Letter of Credit, such and paid by the Issuing Lender shall promptly notify or, if later, on each date on which such draft is paid by the Borrower and the Administrative Agent thereof. If the Borrower receives notice (confirmed by telephone) from such Issuing Lender of a drawing or demand for payment under a Letter of Credit prior to 1:00 p.m. (New York City time), on any Business Day, the Borrower shall reimburse such Issuing Lender on such Business Day for the Unreimbursed Amount amount of (1) such Letter of Credit. If the Borrower receives notice (confirmed by telephone) from such Issuing Lender of a drawing or demand for payment under a Letter of Credit at or after 1:00 p.m. (New York City time), on any Business Day, the Borrower shall so reimburse such Issuing Lender on the Business Day immediately following the Business Day upon which such notice was received by the Borrower. Such reimbursement shall be made directly to such Issuing Lender in an amount in United Stated Dollars equal to (i) the amount draft so paid and (ii2) any Non-Excluded Taxes taxes and any reasonable fees, charges or other costs or expenses incurred by the Issuing Lender in connection with such payment. Each such payment shall be made to the Issuing Lender at its Applicable Lending Office address for notices specified herein in U.S. dollars and in immediately available funds (such amount that has not been reimbursed by the Borrower being, the “Unreimbursed Amount”)funds. (b) If the Borrower fails to fully reimburse any Issuing Lender pursuant to Section 3.7(a) at the time and on the due date specified in such Section (the “Reimbursement Date”), such Issuing Lender shall so notify the Administrative Agent (with a copy to the Borrower), which notice shall be provided on a Business Day, and specify in such notice the amount of the Unreimbursed Amount. Immediately upon receipt of such notice from such Issuing Lender, the Administrative Agent shall notify each Relevant L/C Participant of the Reimbursement Date, the Unreimbursed Amount, and the amount of such Relevant L/C Participant’s Commitment Percentage thereof. (c) If there shall be any Unreimbursed Amounts owing to any Issuing Lender on or after such Unreimbursed Amounts were due pursuant to Section 3.7(a), the relevant Issuing Lender may request on behalf of the Borrower (which hereby irrevocably authorizes such Issuing Lender to act on its behalf solely in this regard), that each Relevant Facility Lender make a Relevant Facility Loan (which initially shall be a Base Rate Loan) in an amount equal to such Relevant Facility Lender’s Commitment Percentage of the outstanding amount of such Unreimbursed Amount (an “L/C Reimbursement Loan”). In accordance with Section 2.5(c), unless any of the conditions contained in Section 6.2 shall not have been satisfied or waived (in which event the procedures set forth in Section 3.6 shall apply), each Relevant Facility Lender shall make the proceeds of its Relevant Facility Loan available to the Administrative Agent prior to 11:00 a.m. (New York City time) in funds immediately available on the Business Day next succeeding the date such request is made. The proceeds of such Relevant Facility Loans shall be immediately applied to repay the applicable Issuing Lender. (d) With respect to Unreimbursed Amounts that are not paid on the date due, interest Interest shall be payable on any and all Unreimbursed Amounts amounts remaining unpaid by the Borrower under this Section from the date such amounts become payable (whether at stated -33- 40 maturity, by acceleration, demand acceleration or otherwise) until payment in full (either in cash or upon the making of a Relevant Facility Loan) at the applicable rate which would be payable on any outstanding Relevant Facility overdue Revolving Credit Loans that were are Base Rate Loans. (c) No later than 11:00 a.m., Chicago, Illinois time, one Business Day prior to the Revolving Credit Termination Date, the Borrower shall deposit into the L/C Cash Collateral Account cash in an amount of not less than 100% of the aggregate face amount of all Letters of Credit to be outstanding as of the Revolving Credit Termination Date, which amounts shall be held as cash collateral for the outstanding L/C Obligations until all L/C Obligations shall have been terminated and all amounts owing to the Administrative Agent, the Issuing Lender or the Lenders in respect of Letters of Credit and the transactions relating thereto shall have been paid in full. If the Borrower has not deposited cash into the L/C Cash Collateral Account as and when set forth above, the Borrower shall be deemed to have requested, one Business Day prior to the Revolving Credit Termination Date, a borrowing pursuant to Section 3.2 of Revolving Credit Loans which are Base Rate Loans which were then overduein the amount required to be so deposited. The proceeds of all such Revolving Credit Loans shall be deposited into the L/C Cash Collateral Account. The Administrative Agent shall be entitled to withdraw any amounts credited to the L/C Cash Collateral Account and apply such amounts applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the Issuing Lender and the Revolving Credit Lenders for any drawings on any Letter of Credit or fees or expenses relating to any Letter of Credit. If at any time the aggregate amount of funds credited to the L/C Cash Collateral Account exceeds 100% of the aggregate face amount of all Letters of Credit outstanding at such time, the Administrative Agent shall release the amount of such excess to the Borrower. The Borrower hereby grants in favor of the Administrative Agent, for the benefit of the Issuing Lender and the Lenders, a security interest and lien upon the L/C Cash Collateral Account and all amounts credit thereto from time to time to secure the Obligations of the Borrower under the Loan Documents.

Reimbursement Obligations of the Borrower. (ai) Upon the making of any L/C Advance pursuant to any drawing or demand for payment under a Letter of Credit, the Issuing Lender shall withdraw funds from the Letter of Credit Collateral Account in an amount equal to the L/C Amounts resulting from such drawing or demand (or if the balance of funds on deposit in such account at such time is less than such L/C Amounts, such lesser amount) and apply the amount so withdrawn against the L/C Obligations resulting from such L/C Advance. The Borrower shall be obligated (whether from funds in the Letter of Credit Collateral Account or other sources or funds) to reimburse, in same day funds, in Dollars, the Issuing Lender for the amount of any L/C Advance and any taxes and any reasonable fees, charges or other costs or expenses incurred by the Issuing Lender in connection with the related Letter of Credit (collectively, the “L/C Amounts”). (ii) Upon receipt by the relevant Issuing Lender from the beneficiary of any Letter of Credit of any notice of a drawing or demand for payment under such Letter of Credit, the Issuing Lender shall promptly notify each Lender, the Administrator and the Borrower of the date and amount thereof (such notice hereinafter referred to as a “Notice of L/C Draw”). Each Notice of L/C Draw shall set forth the amount of the requested drawing or demand, the amount of funds then on deposit in the Letter of Credit Collateral Account, and the amount of any unreimbursed L/C Amount that will remain after the Issuing Lender withdraws funds from the Letter of Credit Collateral Account pursuant to Section 2.8(e)(i) (such amounts, the “Unreimbursed L/C Amount”). Within one Business Day of receipt of a Notice of L/C Draw which includes an Unreimbursed L/C Amount, the Borrower shall notify the Issuing Lender if the Borrower intends to reimburse the Issuing Lender for such Unreimbursed L/C Amount from other sources or funds, and the Issuing Lender shall promptly notify the Administrator and each Lender of Borrower’s intent to reimburse the Issuing Lender for such Unreimbursed L/C Amount from other sources or funds (such notice hereinafter referred to as a “Notice of Borrower Reimbursement”). Within two Business Days of receipt of a Notice of L/C Draw, unless the Lenders receive a Notice of Borrower Reimbursement for such drawing that the Borrower intends to reimburse the Issuing Lender for such Unreimbursed L/C Amount, each Lender will be deemed to have received a timely Borrowing Request that such Lender make an Advance on such date in the amount of such Lender’s Pro Rata Share of the Unreimbursed L/C Amount, and the Administrative Agent thereof. If Lenders shall make such requested Advance, the Borrower receives notice (confirmed by telephone) from such proceeds of which shall be applied to reimburse the Issuing Lender of a drawing or demand for payment the Unreimbursed L/C Amount. Each Lender acknowledges and agrees that its obligation to fund an Advance in accordance with this Section 2.8(e) to reimburse the Issuing Lender for any draft paid under a Letter of Credit prior to 1:00 p.m. (New York City time)is absolute and unconditional and shall not be affected by any circumstance whatsoever, on any Business Dayincluding, without limitation, non-satisfaction of the Borrower shall reimburse such Issuing Lender on such Business Day for the Unreimbursed Amount of such Letter of Creditconditions set forth in Sections 2.1, 2.2 or 7.2. If the Borrower receives notice (confirmed by telephone) has elected to pay the Unreimbursed L/C Amount with funds from such other sources and shall fail to reimburse the Issuing Lender of a drawing or demand for payment under a Letter of Credit at or after 1:00 p.m. (New York City time)as provided above, on any Business Day, the Borrower shall so reimburse such Issuing Lender on the Business Day immediately following the Business Day upon which such notice was received by the Borrower. Such reimbursement shall be made directly to such Issuing Lender in an amount in United Stated Dollars equal to (i) the amount so paid and (ii) any Non-Excluded Taxes and any reasonable fees, charges or other costs or expenses incurred by such Issuing Lender at its Applicable Lending Office in immediately available funds (such amount that has not been reimbursed by the Borrower being, the “Unreimbursed Amount”). (b) If the Borrower fails to fully reimburse any Issuing Lender pursuant to Section 3.7(a) at the time and on the due date specified in such Section (the “Reimbursement Date”), such Issuing Lender shall so notify the Administrative Agent (with a copy to the Borrower), which notice shall be provided on a Business Day, and specify in such notice the amount of the Unreimbursed Amount. Immediately upon receipt of such notice from such Issuing Lender, the Administrative Agent shall notify each Relevant L/C Participant of Amount shall bear interest at the Reimbursement Date, the Unreimbursed Amount, and the amount of such Relevant L/C Participant’s Commitment Percentage thereof. (c) If there shall be any Unreimbursed Amounts owing to any Issuing Lender on or after such Unreimbursed Amounts were due pursuant to Section 3.7(a), the relevant Issuing Lender may request on behalf of the Borrower (rate which hereby irrevocably authorizes such Issuing Lender to act on its behalf solely in this regard), that each Relevant Facility Lender make a Relevant Facility Loan (which initially shall be a Base Rate Loan) in an amount equal to such Relevant Facility Lender’s Commitment Percentage of the outstanding amount of such Unreimbursed Amount (an “L/C Reimbursement Loan”). In accordance with Section 2.5(c), unless any of the conditions contained in Section 6.2 shall not have been satisfied or waived (in which event the procedures set forth in Section 3.6 shall apply), each Relevant Facility Lender shall make the proceeds of its Relevant Facility Loan available to the Administrative Agent prior to 11:00 a.m. (New York City time) in funds immediately available on the Business Day next succeeding the date such request is made. The proceeds of such Relevant Facility Loans shall be immediately applied to repay the applicable Issuing Lender. (d) With respect to Unreimbursed Amounts that are not paid on the date due, interest shall would be payable on any and all Unreimbursed Amounts Advances Outstanding which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration, demand acceleration or otherwise) until payment in full and (either ii), the Issuing Lender may, in cash or upon its sole discretion, request that the making Lenders make an Advance of such Unreimbursed L/C Amount and each Lender will be deemed to have received a Relevant Facility Loan) at timely Borrowing Request that such Lender make an Advance on the applicable rate date of such request in the amount of such Lender’s Pro Rata Share of such Unreimbursed L/C Amount, and the Lenders shall make such requested Advance, the proceeds of which would shall be payable on any outstanding Relevant Facility Loans that were Base Rate Loans which were then overdueapplied to reimburse the Issuing Lender for such Unreimbursed L/C Amount.

Reimbursement Obligations of the Borrower. (a) Upon receipt by The Borrower agrees to reimburse the relevant Issuing Lender from Bank at the beneficiary Payment Office on demand on each date on which the Issuing Bank notifies the Borrower of the date and amount of a draft presented or other payment demanded under any Letter of Credit of (including any notice of a drawing or demand for payment under such Existing Letter of Credit, such ) and paid by the Issuing Lender shall promptly notify the Borrower and the Administrative Agent thereof. If the Borrower receives notice (confirmed by telephone) from such Issuing Lender of a drawing or demand for payment under a Letter of Credit prior to 1:00 p.m. (New York City time), on any Business Day, the Borrower shall reimburse such Issuing Lender on such Business Day Bank for the Unreimbursed Amount amount of such Letter of Credit. If the Borrower receives notice (confirmed by telephone) from such Issuing Lender of a drawing or demand for payment under a Letter of Credit at or after 1:00 p.m. (New York City time), on any Business Day, the Borrower shall so reimburse such Issuing Lender on the Business Day immediately following the Business Day upon which such notice was received by the Borrower. Such reimbursement shall be made directly to such Issuing Lender in an amount in United Stated Dollars equal to (i) the amount such draft so paid or payment so made and (ii) any Non-Excluded Taxes and any taxes, reasonable fees, charges or other costs or expenses incurred by the Issuing Bank in connection with such payment. Each such payment shall be made to the Issuing Lender Bank at its Applicable Lending Office address for notices specified herein in the relevant currency and in immediately available funds (funds. If the Borrower fails to make such payment when due in respect of a Foreign Currency Letter of Credit then, upon notice from the Issuing Bank to the Borrower and the Administrative Agent, the amount that has not been reimbursed payable shall without further action be converted into an obligation denominated in Dollars at the applicable Exchange Rate on the date of such conversion, as determined by the Issuing Bank in accordance with the terms hereof, and the Issuing Bank shall notify the Administrative Agent and each Lender of the applicable L/C Reimbursement Obligation, the payment then due from the Borrower in respect thereof and such Lender's Commitment Percentage thereof. Each drawing or other payment under any Letter of Credit issued in Dollars shall constitute a request by the Borrower being, to the “Unreimbursed Amount”)Administrative Agent for a borrowing pursuant to subsection 2.1 of a Base Rate Loan in the amount of such drawing or payment. The Borrowing Date with respect to such borrowing shall be the date of such drawing or other payment if such drawing or payment is made prior to 10:00 A.M. on such date and otherwise the first Business Day following the date of such drawing or payment. (b) If The Borrower shall be obligated, and hereby unconditionally agrees to reimburse the Accepting Bank on demand at the Payment Office on the maturity date thereof or on such earlier date as the Acceptance Obligations shall become or shall have been declared due and payable in an amount equal to the face amount of each Acceptance created by the Accepting Bank hereunder (including each Existing Acceptance). Each such payment shall be made to the Accepting Bank at the Payment Office in Dollars and in immediately available funds. Each payment under any Acceptance shall constitute a request by the Borrower fails to fully reimburse any Issuing Lender pursuant to Section 3.7(a) at the time and on the due date specified in such Section (the “Reimbursement Date”), such Issuing Lender shall so notify the Administrative Agent (with for a copy borrowing pursuant to the Borrower), which notice shall be provided on subsection 2.1 of a Business Day, and specify Base Rate Loan in such notice the amount of the Unreimbursed Amount. Immediately upon receipt of such notice from such Issuing Lender, the Administrative Agent shall notify each Relevant L/C Participant of the Reimbursement Date, the Unreimbursed Amount, and the amount of such Relevant L/C Participant’s Commitment Percentage thereofpayment. The Borrowing Date with respect to such borrowing shall be the date of such payment if such payment is made prior to 10:00 A.M. on such date and otherwise on the first Business Day following the date of such payment. (c) If there To the extent that a drawing or payment is not reimbursed pursuant to this subsection on the date such drawing or payment is made, interest shall be any Unreimbursed Amounts owing to any Issuing Lender payable on or after such Unreimbursed Amounts were due pursuant to Section 3.7(a), the relevant Issuing Lender may request on behalf of the Borrower (which hereby irrevocably authorizes such Issuing Lender to act on its behalf solely in this regard), that each Relevant Facility Lender make a Relevant Facility Loan (which initially shall be a Base Rate Loan) in an amount equal to such Relevant Facility Lender’s Commitment Percentage of the outstanding amount of such Unreimbursed Amount (an “L/C Reimbursement Loan”). In accordance with Section 2.5(c), unless any of the conditions contained in Section 6.2 shall not have been satisfied or waived (in which event the procedures set forth in Section 3.6 shall apply), each Relevant Facility Lender shall make the proceeds of its Relevant Facility Loan available to the Administrative Agent prior to 11:00 a.m. (New York City time) in funds immediately available on amounts for the Business Day next succeeding for which such amounts remain unpaid at the date such request is maderate applicable to Base Rate Loans hereunder. The proceeds of such Relevant Facility Loans shall be immediately applied to repay the applicable Issuing Lender. (d) With respect to Unreimbursed Amounts that are not paid on the date due, interest Interest shall be payable on any and all Unreimbursed Amounts amounts remaining unpaid by the Borrower under this subsection from the date such amounts become payable (whether at stated maturity, by acceleration, demand or otherwise) until payment in full (either in cash or upon the making of a Relevant Facility Loan) at the applicable rate which would be payable on any outstanding Relevant Facility Loans that were Base Rate Loans which were then overdue.

Reimbursement Obligations of the Borrower. (a) Upon receipt by In the relevant Issuing Lender from the beneficiary event of any Letter of Credit of drawing under any notice of a drawing or demand for payment under such Syndicated Letter of Credit, such Issuing Lender shall promptly notify the Borrower and agrees to reimburse, in same day funds, the applicable Issuing Lenders on each date on which the Administrative Agent thereofnotifies the Borrower of the date and amount of a draft paid under any Syndicated Letter of Credit for the CHL:40759.7 amount of (a) such draft so paid plus (b) any amounts referred to in Section 3.4(c) incurred by the applicable Issuing Lenders in connection with such payment. Unless the Borrower shall immediately notify the Administrative Agent that the Borrower intends to reimburse the Issuing Lenders for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Lenders make a Revolving Credit Loan bearing interest at the Base Rate on such date in the amount of (a) such draft so paid plus (b) any amounts referred to in Section 3.4(c) incurred by the Issuing Lenders in connection with such payment, and the Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse the Issuing Lenders for the amount of the related drawing and costs and expenses. If the Borrower receives notice (confirmed by telephonefail to reimburse the Issuing Lender(s) from such Issuing Lender of a drawing or demand for payment under a Letter of Credit prior to 1:00 p.m. (New York City time), on any Business Dayas provided above, the Borrower shall reimburse such Issuing Lender on such Business Day for the Unreimbursed Amount of such Letter of Credit. If the Borrower receives notice (confirmed by telephone) from such Issuing Lender of a drawing or demand for payment under a Letter of Credit at or after 1:00 p.m. (New York City time), on any Business Day, the Borrower shall so reimburse such Issuing Lender on the Business Day immediately following the Business Day upon which such notice was received by the Borrower. Such reimbursement shall be made directly to such Issuing Lender in an amount in United Stated Dollars equal to (i) the amount so paid and (ii) any Non-Excluded Taxes and any reasonable fees, charges or other costs or expenses incurred by such Issuing Lender at its Applicable Lending Office in immediately available funds (such amount that has not been reimbursed by the Borrower being, the “Unreimbursed Amount”). (b) If the Borrower fails to fully reimburse any Issuing Lender pursuant to Section 3.7(a) at the time and on the due date specified in such Section (the “Reimbursement Date”), such Issuing Lender shall so notify the Administrative Agent (with a copy to the Borrower), which notice shall be provided on a Business Day, and specify in such notice the amount of the Unreimbursed Amount. Immediately upon receipt of such notice from such Issuing Lender, the Administrative Agent shall notify each Relevant L/C Participant of the Reimbursement Date, the Unreimbursed Amount, and the unreimbursed amount of such Relevant L/C Participant’s Commitment Percentage thereof. (c) If there drawing shall be any Unreimbursed Amounts owing to any Issuing Lender on or after such Unreimbursed Amounts were due pursuant to Section 3.7(a), bear interest at the relevant Issuing Lender may request on behalf of the Borrower (rate which hereby irrevocably authorizes such Issuing Lender to act on its behalf solely in this regard), that each Relevant Facility Lender make a Relevant Facility Loan (which initially shall be a Base Rate Loan) in an amount equal to such Relevant Facility Lender’s Commitment Percentage of the outstanding amount of such Unreimbursed Amount (an “L/C Reimbursement Loan”). In accordance with Section 2.5(c), unless any of the conditions contained in Section 6.2 shall not have been satisfied or waived (in which event the procedures set forth in Section 3.6 shall apply), each Relevant Facility Lender shall make the proceeds of its Relevant Facility Loan available to the Administrative Agent prior to 11:00 a.m. (New York City time) in funds immediately available on the Business Day next succeeding the date such request is made. The proceeds of such Relevant Facility Loans shall be immediately applied to repay the applicable Issuing Lender. (d) With respect to Unreimbursed Amounts that are not paid on the date due, interest shall would be payable on any and all Unreimbursed Amounts outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration, demand acceleration or otherwise) until payment in full (either in cash or upon the making of a Relevant Facility Loan) at the applicable rate which would be payable on any outstanding Relevant Facility Loans that were Base Rate Loans which were then overduefull.