Common use of Reimbursement Obligations of the Borrower Clause in Contracts

Reimbursement Obligations of the Borrower. If an Issuing Lender shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Agent an amount in Dollars equal to such LC Disbursement (or, in the case of an LC Disbursement in in respect of a Euro Letter of Credit, the Dollar Equivalent thereof) not later than 12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such 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 day that the Borrower receives such notice, if such notice 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 resulting ABR Borrowing. If the Borrower fails to make such payment when due, the Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Revolving Credit Commitment Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Agent its Revolving Credit Commitment Percentage of the 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 the Lenders), and the Agent shall promptly pay to such 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 such Issuing Lender or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Lender, then to such Lenders and such Issuing Lender as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Lender for any LC Disbursement (other than the funding of ABR Loans as contemplated above) shall not constitute a Revolving Credit Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement Obligations of the Borrower. If an the Issuing Lender shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Agent an amount in Dollars equal to such LC Disbursement (or, in the case of an LC Disbursement in in respect of a Euro Letter of Credit, the Dollar Equivalent thereof) not later than 12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such 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 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 ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice 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 resulting ABR Borrowing. If the Borrower fails to make such payment when due, the Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Revolving Credit Commitment Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Agent its Revolving Credit Commitment Percentage of the 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 the Lenders), and the Agent shall promptly pay to such 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 such the Issuing Lender or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such the Issuing Lender, then to such Lenders and such the Issuing Lender as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an the Issuing Lender for any LC Disbursement (other than the funding of ABR Loans as contemplated above) shall not constitute a Revolving Credit Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement Obligations of the Borrower. If an Issuing Lender shall make any LC Disbursement in respect of a draft is paid under any Letter of Credit, the Borrower shall reimburse the applicable Issuing Lender for the amount of (a) the draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such LC Disbursement by paying to the Agent an amount Issuing Lender in Dollars equal to connection with such LC Disbursement (orpayment, in the case of an LC Disbursement in in respect of a Euro Letter of Credit, the Dollar Equivalent thereof) not later than 12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such 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 noonNoon, New York City time, on (i)the i) the Business Day that the Borrower receives notice of such noticedraft, if such notice is received on such day prior to 10:00 a.m.A.M., New York City time, on the day of receipt, or (ii)the ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower receives such noticenotice (each such date, if such notice 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 “Honor Date”). Each such payment shall be discharged made to the applicable Issuing Lender at its address for notices referred to herein in Dollars and replaced by in immediately available funds. Interest shall be payable on any such amounts (except to the resulting ABR Borrowingextent deemed converted to a Revolving Loan as provided below) from the date on which the relevant draft is paid until payment in full at the rate set forth in (x) until the Business Day next succeeding the date of the relevant notice, Section 3.4(b) and (y) thereafter, Section 3.4(c). If the Borrower fails to make such payment when dueso reimburse any Issuing Lender by the Honor Date, the Administrative Agent shall promptly notify each Revolving Lender of the applicable LC DisbursementHonor Date, the payment then due from amount of the Borrower in respect thereof unreimbursed drawing and the amount of such LenderRevolving Xxxxxx’s Revolving Credit Commitment Percentage thereof. Promptly following receipt In such event, the Borrower shall be deemed to have requested a Revolving Loan of such notice, each Lender shall pay ABR Loans to be disbursed on the Honor Date in an amount equal to the Agent its Revolving Credit Commitment Percentage unreimbursed drawing, without regard to the minimums and multiples specified in Section 2.2 for the principal amount of ABR Loans, but subject to the amount of unutilized portion of the payment then due from aggregate Available Revolving Commitment and the Borrower, in the same manner as provided conditions set forth 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 the Lenders), and the Agent shall promptly pay to such 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 such Issuing Lender or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Lender, then to such Lenders and such Issuing Lender as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Lender for any LC Disbursement 5.2 (other than delivery of a notice of borrowing); provided, that if the funding of ABR Loans as contemplated above) conditions set forth in Section 5.2 are not satisfied at such time, then no Revolving Loan shall be deemed requested and the Borrower shall not constitute a Revolving Credit Loan and shall not relieve the Borrower of be relieved from its obligation to reimburse such LC DisbursementReimbursement Obligations.

Reimbursement Obligations of the Borrower. If an (i) Upon receipt 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 make promptly notify the Administrative Agent and the Borrowers of the date and amount thereof. The responsibility of the Issuing Lender to the Borrowers in connection with any LC Disbursement draft presented for payment under any Letter of Credit shall, in respect addition to any payment obligation expressly provided for in such Letter of a Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment are in conformity with such Letter of Credit. Each Lender and the Borrowers agree that the responsibility of the Issuing Lender to the Borrowers in connection with any amount presented for payment under any Letter of Credit issued on behalf of the Borrowers shall, in addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered by or on behalf of the beneficiary under such Letter of Credit in connection with such presentment are in conformity with such Letter of Credit. In addition, each Lender and the Borrowers agree that, in paying any drawing or demand for payment under any Letter of Credit, the Borrower Issuing Lender shall reimburse such LC Disbursement by paying not have any responsibility to inquire as to the validity or accuracy of any document presented in connection with such drawing or demand for payment or the authority of the Person executing or delivering the same. The Borrowers agree to reimburse the Issuing Lender through the Administrative Agent an on the third Business Day following the receipt of such notice for the amount of (1) such amount so paid and (2) any Taxes and any reasonable fees, charges or other costs or expenses incurred by the Issuing Lender in connection therewith at the Administrative Agent’s address for notices specified herein in Dollars equal to and in immediately available funds (such LC Disbursement (oramount that has not been reimbursed by the Borrowers being, in the case of an LC Disbursement in in respect of a Euro “Unreimbursed Amount”); provided that, for any Cash Collateralized Letter of Credit, the Dollar Equivalent thereof) not later than 12:00 noon, New York City time, on Borrowers may request such reimbursement to be made with the date that such LC Disbursement is made, if the Borrower shall have received notice of such 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 day that the Borrower receives such notice, if such notice 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 resulting ABR Borrowing. If the Borrower fails to make such payment when due, the Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Revolving Credit Commitment Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Agent its Revolving Credit Commitment Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.05 Cash Collateral posted with respect to Revolving Credit Loans made by such Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment obligations Cash Collateralized Letter of the Lenders), and the Agent shall promptly pay to such 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 such Issuing Lender or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Lender, then to such Lenders and such Issuing Lender as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Lender for any LC Disbursement (other than the funding of ABR Loans as contemplated above) shall not constitute a Revolving Credit Loan and shall not relieve the Borrower of its obligation to reimburse such LC DisbursementCredit.

Reimbursement Obligations of the Borrower. If an Issuing Lender shall make Upon receipt from the beneficiary of any LC Disbursement in respect Letter of Credit of any notice of a drawing under such Letter of Credit, the applicable L/C Issuer shall notify the Borrower shall reimburse such LC Disbursement by paying and Agent thereof. The Borrower (on behalf of itself or the applicable Restricted Subsidiary) agrees to pay (and cause the applicable Restricted Subsidiary to pay) to the Agent an amount in Dollars equal to such LC Disbursement (or, in the case L/C Issuer of an LC Disbursement in in respect of a Euro any Letter of Credit, or to Agent for the Dollar Equivalent thereof) not benefit of such L/C Issuer, each L/C Reimbursement Obligation owing with respect to such Letter of Credit no later than 12:00 noonthe first Business Day after the Borrower (or the applicable Restricted Subsidiary) receives notice from such L/C Issuer or from Agent that payment has been made under such Letter of Credit or that such L/C Reimbursement Obligation is otherwise due (the “L/C Reimbursement Date”) with interest thereon computed as set forth in clause (A) below. In the event that any L/C Reimbursement Obligation is not repaid by the Borrower (or the applicable Restricted Subsidiary) as provided in this clause (v) (or any such payment by the Borrower (or the applicable Restricted Subsidiary) is rescinded or set aside for any reason), New York City timesuch L/C Issuer shall promptly notify Agent of such failure (and, upon receipt of such notice, Agent shall notify each Revolving Lender) and, irrespective of whether such notice is given, such L/C Reimbursement Obligation shall be deemed to be a request of Revolving Loans consisting of Base Rate Loans in an amount equal to such L/C Reimbursement Obligation, and shall be payable on demand by the Borrower (or the applicable Restricted Subsidiary) with, interest thereon computed, (A) from the date on which such L/C Reimbursement Obligation arose to the L/C Reimbursement Date, at the interest rate applicable during such period to Revolving Loans that are Base Rate Loans (provided, no interest shall accrue with respect to the day upon which Borrower (or the applicable Restricted Subsidiary) receives notice of such L/C Reimbursement Obligation to the extent Borrower (or the applicable Restricted Subsidiary) makes payment to Agent or the L/C Issuer, as applicable, in respect of such L/C Reimbursement Obligation on the date that such LC Disbursement is made, if the Borrower shall have received notice of such 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) and (B) thereafter until payment in full, at the interest rate specified in Section 1.3(c) to past due Revolving Loans that are Base Rate Loans (regardless of whether or not an election is made under such Section). The Borrowing deemed to occur pursuant to this clause (v) shall be subject to the amount of the unutilized portion of the Revolving Loan Commitments and the conditions set forth in Section 2.2 (other than the delivery of a Notice of Borrowing). Any notice given by the applicable L/C Issuer or Agent pursuant to this clause (v) may be given by telephone 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 day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receiptconfirmed in writing; provided that the Borrower may, subject to lack of such an immediate confirmation shall not affect 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 resulting ABR Borrowing. If the Borrower fails to make such payment when due, the Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Revolving Credit Commitment Percentage thereof. Promptly following receipt conclusiveness or binding effect of such notice, each Lender shall pay to the Agent its Revolving Credit Commitment Percentage of the 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 the Lenders), and the Agent shall promptly pay to such 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 such Issuing Lender or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Lender, then to such Lenders and such Issuing Lender as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Lender for any LC Disbursement (other than the funding of ABR Loans as contemplated above) shall not constitute a Revolving Credit Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement Obligations of the Borrower. If an the Issuing Lender shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Agent an amount in Dollars equal to such LC Disbursement (or, in the case of an LC Disbursement in in respect of a Euro Letter of Credit, the Dollar Equivalent thereof) not later than 12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such 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 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 ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice 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 resulting ABR Borrowing. If the Borrower fails to make such payment when due, the Agent shall notify each Deposit Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Revolving Credit Commitment Deposit Percentage thereof. Promptly following receipt of such notice, each Deposit Lender shall pay to the Agent its Revolving Credit Commitment Deposit Percentage of the 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 the Lenders)2.14, and the Agent shall promptly pay to such the Issuing Lender the amounts so received by it from the Deposit Lenders. Promptly following receipt by the Agent of any payment from the Borrower pursuant to this paragraph, the Agent shall distribute such payment to such the Issuing Lender or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such the Issuing Lender, then to such Lenders and such the Issuing Lender and (in accordance with Section 2.14) to such Lenders, as their interests may appear. Any payment made by a Deposit Lender pursuant to this paragraph to reimburse an the Issuing Lender for any LC Disbursement (other than the funding of ABR Loans as contemplated above) shall not constitute a Revolving Credit Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement Obligations of the Borrower. If an Issuing Lender shall make any LC Disbursement in respect of a draft is paid under any Letter of Credit, the Borrower shall reimburse the applicable Issuing Lender for the amount of (a) the draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such LC Disbursement by paying to the Agent an amount Issuing Lender in Dollars equal to connection with such LC Disbursement (orpayment, in the case of an LC Disbursement in in respect of a Euro Letter of Credit, the Dollar Equivalent thereof) not later than 12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such 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 noonNoon, New York City time, on (i)the i) the Business Day that the Borrower receives notice of such noticedraft, if such notice is received on such day prior to 10:00 a.m.A.M., New York City time, on the day of receipt, or (ii)the ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower receives such noticenotice (each such date, if such notice 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 “Honor Date”). Each such payment shall be discharged made to the applicable Issuing Lender at its address for notices referred to herein in Dollars and replaced by in immediately available funds. Interest shall be payable on any such amounts (except to the resulting ABR Borrowingextent deemed converted to a Revolving Loan as provided below) from the date on which the relevant draft is paid until payment in full at the rate set forth in (x) until the Business Day next succeeding the date of the relevant notice, Section 3.4(b) and (y) thereafter, Section 3.4(c). If the Borrower fails to make such payment when dueso reimburse any Issuing Lender by the Honor Date, the Administrative Agent shall promptly notify each Revolving Lender of the applicable LC DisbursementHonor Date, the payment then due from amount of the Borrower in respect thereof unreimbursed drawing and the amount of such Revolving Lender’s Revolving Credit Commitment Percentage thereof. Promptly following receipt In such event, the Borrower shall be deemed to have requested a Revolving Loan of such notice, each Lender shall pay ABR Loans to be disbursed on the Honor Date in an amount equal to the Agent its Revolving Credit Commitment Percentage unreimbursed drawing, without regard to the minimums and multiples specified in Section 2.2 for the principal amount of ABR Loans, but subject to the amount of unutilized portion of the payment then due from aggregate Available Revolving Commitment and the Borrower, in the same manner as provided conditions set forth 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 the Lenders), and the Agent shall promptly pay to such 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 such Issuing Lender or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Lender, then to such Lenders and such Issuing Lender as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Lender for any LC Disbursement 5.2 (other than delivery of a notice of borrowing); provided, that if the funding of ABR Loans as contemplated above) conditions set forth in Section 5.2 are not satisfied at such time, then no Revolving Loan shall be deemed requested and the Borrower shall not constitute a Revolving Credit Loan and shall not relieve the Borrower of be relieved from its obligation to reimburse such LC DisbursementReimbursement Obligations.

Reimbursement Obligations of the Borrower. If an Issuing Lender shall make Upon receipt from the beneficiary of any LC Disbursement in respect Letter of Credit of any notice of a drawing under such Letter of Credit, the applicable L/C Issuer shall notify the Borrower shall reimburse such LC Disbursement by paying and Agent thereof. The Borrower (on behalf of itself or the applicable Restricted Subsidiary) agrees to pay (and cause the applicable Restricted Subsidiary to pay) to the Agent an amount in Dollars equal to such LC Disbursement (or, in the case L/C Issuer of an LC Disbursement in in respect of a Euro any Letter of Credit, or to Agent for the Dollar Equivalent thereof) not benefit of such L/C Issuer, each L/C Reimbursement Obligation owing with respect to such Letter of Credit no later than 12:00 noonthe first Business Day after the Borrower (or the applicable Restricted Subsidiary) receives notice from such L/C Issuer or from Agent that payment has been made under such Letter of Credit or that such L/C Reimbursement Obligation is otherwise due (the “L/C Reimbursement Date”) with interest thereon computed as set forth in clause (A) below. In the event that any L/C Reimbursement Obligation is not repaid by the Borrower (or the applicable Restricted Subsidiary) as provided in this clause (v) (or any such payment by the Borrower (or the applicable Restricted Subsidiary) is rescinded or set aside for any reason), New York City timesuch L/C Issuer shall promptly notify Agent of such failure (and, upon receipt of such notice, Agent shall notify each Revolving Lender) and, irrespective of whether such notice is given, such L/C Reimbursement Obligation shall be deemed to be a request of Revolving Loans consisting of Base Rate Loans in an amount equal to such L/C Reimbursement Obligation, and shall be payable on demand by the Borrower (or the applicable Restricted Subsidiary) with, interest thereon computed, (A) from the date on which such L/C Reimbursement Obligation arose to the L/C Reimbursement Date, at the interest rate applicable during such period to Revolving Loans that are Base Rate Loans (provided, no interest shall accrue with respect to the day upon which Borrower (or the applicable Restricted Subsidiary) receives notice of such L/C Reimbursement Obligation to the extent Borrower (or the applicable Restricted Subsidiary) makes payment to Agent or the L/C Issuer, as applicable, in respect of such L/C Reimbursement Obligation on the date that such LC Disbursement is made, if the Borrower shall have received notice of such 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) and (B) thereafter until payment in full, at the interest rate specified in Section 1.3(c) to past due Revolving Loans that are Base Rate Loans (regardless of whether or not an election is made under such Section). The Borrowing deemed to occur pursuant to this clause (v) shall be subject to the amount of the unutilized portion of the Revolving Loan Commitments and the conditions US-DOCS\99983253.20 set forth in Section 2.2 (other than the delivery of a Notice of Borrowing). Any notice given by the applicable L/C Issuer or Agent pursuant to this clause (v) may be given by telephone 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 day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receiptconfirmed in writing; provided that the Borrower may, subject to lack of such an immediate confirmation shall not affect 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 resulting ABR Borrowing. If the Borrower fails to make such payment when due, the Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Revolving Credit Commitment Percentage thereof. Promptly following receipt conclusiveness or binding effect of such notice, each Lender shall pay to the Agent its Revolving Credit Commitment Percentage of the 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 the Lenders), and the Agent shall promptly pay to such 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 such Issuing Lender or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Lender, then to such Lenders and such Issuing Lender as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Lender for any LC Disbursement (other than the funding of ABR Loans as contemplated above) shall not constitute a Revolving Credit Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement Obligations of the Borrower. If an Issuing Lender shall make any LC Disbursement in respect of a draft is paid under any Letter of Credit, the Borrower shall reimburse the applicable Issuing Lender for the amount of (a) the draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such LC Disbursement by paying to the Agent an amount Issuing Lender in Dollars equal to connection with such LC Disbursement (orpayment, in the case of an LC Disbursement in in respect of a Euro Letter of Credit, the Dollar Equivalent thereof) not later than 12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such 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 noonNoon, New York City time, on (i)the i) the Business Day that the Borrower receives notice of such noticedraft, if such notice is received on such day prior to 10:00 a.m.A.M., New York City time, on the day of receipt, or (ii)the ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower receives such noticenotice (each such date, if such notice 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 “Honor Date”). Each such payment shall be discharged made to the applicable Issuing Lender at its address for notices referred to herein in Dollars and replaced by in immediately available funds. Interest shall be payable on any such amounts (except to the resulting ABR Borrowingextent deemed converted to a Revolving Loan as provided below) from the date on which the relevant draft is paid until payment in full at the rate set forth in (x) until the Business Day next succeeding the date of the relevant notice, Section 3.4(b) and (y) thereafter, Section 3.4(c). If the Borrower fails to make such payment when dueso reimburse any Issuing Lender by the Honor Date, the Administrative Agent shall promptly notify each Revolving Lender of the applicable LC DisbursementHonor Date, the payment then due from amount of the Borrower in respect thereof unreimbursed drawing and the amount of such Revolving Lender’s Revolving Credit Commitment Percentage thereof. Promptly following receipt In such event, the Borrower shall be deemed to have requested a Revolving Loan of such notice, each Lender shall pay ABR Loans to be disbursed on the Honor Date in an amount equal to the Agent its Revolving Credit Commitment Percentage unreimbursed drawing, without regard to the minimums and multiples specified in Section 2.2 for the principal amount of ABR Loans, but subject to the amount of unutilized portion of the payment then due from aggregate Available Revolving Commitment and the Borrower, in the same manner as provided conditions set forth 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 the Lenders), and the Agent shall promptly pay to such 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 such Issuing Lender or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Lender, then to such Lenders and such Issuing Lender as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Lender for any LC Disbursement 5.2 (other than delivery of a notice of borrowing); provided, that if the funding of ABR Loans as contemplated above) conditions set forth in Section 5.2 are not satisfied at such time, then no Revolving Loan shall be deemed requested and the Borrower shall not constitute a Revolving Credit Loan and shall not relieve the Borrower of be relieved from its obligation to reimburse such LC Disbursement.Reimbursement Obligations. 

Reimbursement Obligations of the Borrower. If an Issuing Lender shall make In the event of any LC Disbursement in respect of a drawing under any Fronted Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Agent an amount in Dollars equal to such LC Disbursement (or, in the case of an LC Disbursement in in respect of a Euro Letter of Credit, the Dollar Equivalent thereof) not later than 12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such 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 day that the Borrower receives such notice, if such notice 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 resulting ABR Borrowing. If the Borrower fails to make such payment when due, the Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Revolving Credit Commitment Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Agent its Revolving Credit Commitment Percentage of the 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 the Lenders), and the Agent shall promptly pay to such 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 such Issuing Lender or, to the extent that Lenders have made payments pursuant to this paragraph Borrowers agree to reimburse such Issuing Lender, then to such Lenders and such Issuing Lender as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Lender for any LC Disbursement (other than either with the funding proceeds of ABR Loans as contemplated above) shall not constitute a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the Fronting Bank on each date on which the Fronting Bank notifies the Borrowers of the date and amount of a draft paid under any Fronted Letter of Credit for the amount of (a) such draft so paid plus (b) any amounts referred to in Section 3.4(b) incurred by the Fronting Bank in connection with such payment. Unless the Company, on behalf of the Borrowers, shall immediately notify the Fronting Bank that the Borrowers intend to reimburse the Fronting Bank for such drawing from other sources or funds, the Borrowers shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Lenders make a Revolving Credit Loan bearing interest at the CD Rate on such date in the amount of (a) such draft so paid plus (b) any amounts referred to in Section 3.4(b) incurred by the Fronting Bank in connection with such payment, and the Lenders shall make a Revolving Credit Loan bearing interest at the CD Rate in such amount, the proceeds of which shall be applied to reimburse the Fronting Bank for the amount of the related drawing and costs and expenses. Each Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse the Fronting Bank for any draft paid under a Fronted Letter of Credit is absolute and unconditional and shall not relieve be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the Borrower conditions set forth in Section 2.3(a) or Article V. If the Borrowers have elected to pay the amount of its obligation such drawing with funds from other sources and shall fail to reimburse the Fronting Bank as provided above, the unreimbursed amount of such LC Disbursementdrawing shall bear interest at the rate which would be payable on any outstanding CD Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.