Common use of Reimbursement Obligations of the Borrowers Clause in Contracts

Reimbursement Obligations of the Borrowers. (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 Borrowers’ Agent and the Administrative Agent thereof. If the Borrowers’ Agent 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 Borrowers shall reimburse such Issuing Lender on such Business Day for the Unreimbursed Amount of such Letter of Credit. If the Borrowers’ Agent 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 Borrowers shall so reimburse such Issuing Lender on the Business Day immediately following the Business Day upon which such notice was received by the Borrowers’ Agent. 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 Borrowers being, the “Unreimbursed Amount”). (b) If the Borrowers fail to fully reimburse any Issuing Lender pursuant to Section 3.6(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 Borrowers’ Agent), which notice shall be provided on a Business Day, and specify in such notice the amount of the Unreimbursed Amount. On the next Business Day following receipt of such notice from such Issuing Lender, the Administrative Agent shall notify each L/C Participant of the Reimbursement Date, the Unreimbursed Amount, and the amount of such L/C Participant’s Working Capital Facility 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 3.6(a), the relevant Issuing Lender may request on behalf of the Borrowers (which hereby irrevocably authorize such Issuing Lender to act on their behalf solely in this regard), that each Working Capital Facility Lender make a Working Capital Facility Loan (which initially shall be a Base Rate Loan) in an amount equal to such Working Capital Facility Lender’s Working Capital Facility Commitment Percentage of the outstanding amount of such Unreimbursed Amount (an “L/C Reimbursement Loan”). In accordance with Section 2.4(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 3.5 shall apply), each Working Capital Facility Lender shall make the proceeds of its Working Capital Facility Loan available to the Administrative Agent prior to 11:00 a.m. (New York City time) in funds immediately available on the second Business Day following the date such request is made. The proceeds of such Working Capital 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 Working Capital Facility Loan) at the applicable rate which would be payable on any outstanding Working Capital Facility Loans which were then overdue pursuant to Section 4.2(c).

Reimbursement Obligations of the Borrowers. (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 Borrowers’ Agent applicable Borrower that requested such Letter of Credit and the Administrative Agent (or in the case of Letters of Credit denominated in Canadian Dollars, the Canadian Agent) thereof. If the Borrowers’ Agent such 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 Borrowers such Borrower shall reimburse such Issuing Lender on such Business Day for the Unreimbursed Amount of such Letter of Credit. If the Borrowers’ Agent such 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 Borrowers such Borrower shall so reimburse such Issuing Lender on the Business Day immediately following the Business Day upon which such notice was received by the Borrowers’ Agentsuch Borrower. Such reimbursement shall be made directly to such Issuing Lender in the currency in which such Letter of Credit was drawn 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 Borrowers applicable Borrower being, the “Unreimbursed Amount”). (b) If the Borrowers fail applicable Borrower fails to fully reimburse any Issuing Lender pursuant to Section 3.6(a3.7(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 or (with respect to Letters of Credit denominated in Canadian Dollars) the Canadian Agent (with a copy to the Borrowers’ Agentapplicable Borrower), which notice shall be provided on a Business Day, and specify in such notice the amount (and currency) of the Unreimbursed Amount. On the next Business Day following Immediately upon receipt of such notice from such Issuing Lender, the Administrative Agent or Canadian Agent, as applicable, shall notify each Relevant L/C Participant of the Reimbursement Date, the Unreimbursed Amount, and the amount (and currency) of such Relevant L/C Participant’s Working Capital Facility 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 3.6(a3.7(a), the relevant Issuing Lender may request on behalf of the Borrowers applicable Borrower (which and each Borrower hereby irrevocably authorize authorizes such Issuing Lender to act on their its behalf solely in this regard), that each Working Capital Relevant Facility Lender make a Working Capital Relevant Facility Loan (which initially shall be a Base Rate LoanLoan (in the case of a Loan denominated in United States Dollars) or a Prime Rate Loan (in the case of a Loan denominated in Canadian Dollars)) in the currency in which such Letter of Credit was drawn and in an amount equal to such Working Capital Relevant Facility Lender’s Working Capital Facility Commitment Percentage of the outstanding amount of such Unreimbursed Amount (an “L/C Reimbursement Loan”). In accordance with Section 2.4(c2.5(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 3.5 3.6 shall apply), each Working Capital Relevant Facility Lender shall make the proceeds of its Working Capital Relevant Facility Loan available to the Administrative Agent (or, in the case of Loans denominated in Canadian Dollars, the Canadian Agent) prior to 11:00 a.m. (New York City time) in funds immediately available on the second Business Day following next succeeding the date such request is made. The proceeds of such Working Capital 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 Working Capital Relevant Facility Loan) at the applicable rate which would be payable on any outstanding Working Capital Relevant Facility Loans that were Base Rate Loans or (with respect to Unreimbursed Amounts denominated in Canadian Dollars) Prime Rate Loans, as applicable, which were then overdue pursuant to Section 4.2(c)overdue.

Reimbursement Obligations of the Borrowers. (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 Borrowers’ Agent and the Administrative Agent thereof. If the Borrowers’ Agent 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 Borrowers shall reimburse such Issuing Lender on such Business Day for the Unreimbursed Amount of such Letter of Credit. If the Borrowers’ Agent 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 Borrowers shall so reimburse such Issuing Lender on the Business Day immediately following the Business Day upon which such notice was received by the Borrowers’ Agent. 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 Borrowers being, the “Unreimbursed Amount”). (b) If the Borrowers fail to fully reimburse any Issuing Lender pursuant to Section 3.6(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 Borrowers’ Agent), which notice shall be provided on a Business Day, and specify in such notice the amount of the Unreimbursed Amount. On the next Business Day following receipt of such notice from such Issuing Lender, the Administrative Agent shall notify each L/C Participant of the Reimbursement Date, the Unreimbursed Amount, and the amount of such L/C Participant’s Working Capital Revolving Facility 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 3.6(a), the relevant Issuing Lender may request on behalf of the Borrowers (which hereby irrevocably authorize such Issuing Lender to act on their behalf solely in this regard), that each Working Capital Revolving Facility Lender make a Working Capital Revolving Facility Loan (which initially shall be a Base Rate Loan) in an amount equal to such Working Capital Revolving Facility Lender’s Working Capital Revolving Facility Commitment Percentage of the outstanding amount of such Unreimbursed Amount (an “L/C Reimbursement Loan”). In accordance with Section 2.4(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 3.5 shall apply), each Working Capital Revolving Facility Lender shall make the proceeds of its Working Capital Revolving Facility Loan available to the Administrative Agent prior to 11:00 a.m. (New York City time) in funds immediately available on the second Business Day following the date such request is made. The proceeds of such Working Capital Revolving 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 Working Capital Revolving Facility Loan) at the applicable rate which would be payable on any outstanding Working Capital Revolving Facility Loans which were then overdue pursuant to Section 4.2(c).

Reimbursement Obligations of the Borrowers. (a) Upon receipt by Each Borrower Group agrees to pay to the relevant Issuing Lender from the beneficiary L/C Issuer of any Letter of Credit each L/C Reimbursement Obligation owing with respect to each such Letter of any Credit Issued with respect to such Borrower Group no later than the first Business Day after the Borrowers of such Borrower Group or the Borrower Representative receives notice of a drawing or demand for from such L/C Issuer that payment has been made under such Letter of Credit, such Issuing Lender shall promptly notify the Borrowers’ Agent and the Administrative Agent thereof. If the Borrowers’ Agent receives notice (confirmed by telephone) from such Issuing Lender of a drawing Credit or demand for payment under a Letter of Credit prior to 1:00 p.m. (New York City time), on any Business Day, the Borrowers shall reimburse such Issuing Lender on such Business Day for the Unreimbursed Amount of such Letter of Credit. If the Borrowers’ Agent 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 Borrowers shall so reimburse such Issuing Lender on the Business Day immediately following the Business Day upon which such notice was received by the Borrowers’ Agent. 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 Borrowers being, the “Unreimbursed Amount”). (b) If the Borrowers fail to fully reimburse any Issuing Lender pursuant to Section 3.6(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 Borrowers’ Agent), which notice shall be provided on a Business Day, and specify in such notice the amount of the Unreimbursed Amount. On the next Business Day following receipt of such notice from such Issuing Lender, the Administrative Agent shall notify each L/C Participant of the Reimbursement Date, the Unreimbursed Amount, and the amount of such L/C Participant’s Working Capital Facility Commitment Percentage thereof. Reimbursement Obligation is otherwise due (c) If there shall be any Unreimbursed Amounts owing to any Issuing Lender on or after such Unreimbursed Amounts were due pursuant to Section 3.6(a), the relevant Issuing Lender may request on behalf of the Borrowers (which hereby irrevocably authorize such Issuing Lender to act on their behalf solely in this regard), that each Working Capital Facility Lender make a Working Capital Facility Loan (which initially shall be a Base Rate Loan) in an amount equal to such Working Capital Facility Lender’s Working Capital Facility Commitment Percentage of the outstanding amount of such Unreimbursed Amount (an “L/C Reimbursement LoanDate”). In accordance ) with Section 2.4(c), unless any of the conditions contained in Section 6.2 shall not have been satisfied or waived (in which event the procedures interest thereon computed as set forth in Section 3.5 shall applyclause (A) below. In the event that any L/C Issuer incurs any L/C Reimbursement Obligation which is not repaid by the Borrowers of the relevant Borrower Group as provided in this clause (v) (or any such payment by such Borrowers is rescinded or set aside for any reason), each Working Capital Facility Lender such L/C Issuer shall make the proceeds of its Working Capital Facility Loan available to the Administrative promptly notify Agent prior to 11:00 a.m. (New York City time) in funds immediately available on the second Business Day following the date such request is made. The proceeds of such Working Capital Facility Loans failure (and, upon receipt of such notice, Agent shall be immediately applied to repay the applicable Issuing notify each Revolving Lender. (d) With respect to Unreimbursed Amounts that are not paid on the date dueand, interest irrespective of whether such notice is given, such L/C Reimbursement Obligation shall thereafter be payable on any and all Unreimbursed Amounts demand by the applicable Borrowers with interest thereon computed as set forth below. Interest on each L/C Reimbursement Obligation shall be computed (A) from the date on which such amounts become payable L/C Reimbursement Obligation arose to the L/C Reimbursement Date, at the interest rate applicable during such period to Revolving Loans that are (whether at stated maturity, by acceleration, demand or otherwiseI) Base Rate Loans for Dollar-denominated Letters of Credit and (II) Canadian Index Rate Loans for Canadian Dollar-denominated Letters of Credit and (B) thereafter until payment in full (either in cash or upon the making of a Working Capital Facility Loan) full, at the interest rate applicable rate which would be payable on any outstanding Working Capital Facility during such period to past due Revolving Loans which were then overdue pursuant to Section 4.2(c)that are Base Rate Loans or Canadian Index Rate Loans, as the case may be.

Reimbursement Obligations of the Borrowers. (a) Upon receipt Each Revolving Credit Lender unconditionally and irrevocably covenants to the Issuing Bank that, if an L/C Disbursement is made by the relevant Issuing Lender from the beneficiary of Bank with respect to any Letter of Credit of any notice of a drawing or demand for payment under such Letter of Creditwhich the Issuing Bank is not immediately reimbursed in full by the Revolving Credit Borrowers, such Issuing Lender shall promptly notify the Borrowers’ Agent and pay to the Administrative Agent thereof. If Agent, for the Borrowers’ Agent receives notice (confirmed account of the Issuing Bank, upon the demand by telephone) from the Administrative Agent, an amount equal to such Issuing Lender Lender’s Revolving Credit Commitment Percentage of a drawing or demand for payment under a Letter the unreimbursed amount of Credit prior to such L/C Disbursement not later than 1:00 p.m. (New York City time), on any Business Day, the Borrowers shall reimburse such Issuing Lender on such Business Day for the Unreimbursed Amount of such Letter of Credit. If the Borrowers’ Agent 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 Borrowers shall so reimburse such Issuing Lender Eastern Time on the Business Day immediately following the Business Day upon which such notice was received specified by the Borrowers’ AgentAdministrative Agent in its demand for payment. Such reimbursement shall be Any payment 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 Borrowers being, the “Unreimbursed Amount”). (b) If the Borrowers fail to fully reimburse any Issuing a Lender pursuant to this Section 3.6(a) at 2.05.3 to reimburse 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 Borrowers’ Agent), which notice shall be provided on a Business Day, and specify in such notice the amount of the Unreimbursed Amount. On the next Business Day following receipt of such notice from such Issuing Lender, the Administrative Agent shall notify each Bank for any L/C Participant Disbursement shall not constitute a Loan and shall not relieve the Borrowers of their joint and several obligations to reimburse such L/C Disbursement; provided, however, that the Revolving Credit Borrowers unconditionally and irrevocably, jointly and severally, covenant to reimburse the Issuing Bank by paying to the Administrative Agent, for the account of the Reimbursement DateIssuing Bank, the Unreimbursed Amount, and the amount of such L/C Participant’s Working Capital Facility Commitment Percentage thereof. Disbursement by the not later than 12:00 noon on (ci) If there the Business Day that the Revolving Credit Borrowers receive notice of such drawing, if such notice is received by the Revolving Credit Borrowers prior to 10:00 a.m., or (ii) the Business Day immediately following the day that the Revolving Credit Borrowers receive such notice, if such notice is not received prior to such time, for the amount of (x) such L/C Disbursement and (y) any amounts incurred by such Issuing Bank in connection with such payment; provided, further, that in respect of any drawing under any Letter of Credit, the maximum amount that any Revolving Credit Lender shall be any Unreimbursed Amounts owing required to any Issuing Lender on fund, whether as a Revolving Credit Loan or after as a participation, shall not exceed such Unreimbursed Amounts were due pursuant to Section 3.6(a), the relevant Issuing Lender may request on behalf of the Borrowers (which hereby irrevocably authorize such Issuing Lender to act on their behalf solely in this regard), that each Working Capital Facility Lender make a Working Capital Facility Loan (which initially shall be a Base Rate Loan) in an amount equal to such Working Capital Facility Revolving Credit Lender’s Working Capital Facility Revolving Credit Commitment Percentage of the outstanding amount of such Unreimbursed Amount (an “L/C Reimbursement Loan”). In accordance with Section 2.4(c), unless any of the conditions contained drawing except as otherwise provided in Section 6.2 shall not have been satisfied or waived (in which event the procedures set forth in Section 3.5 shall apply), each Working Capital Facility Lender shall 2.14. Each Revolving Credit Lender’s obligation to make the proceeds of its Working Capital Facility Loan available such payments to the Administrative Agent prior under this subsection, and the Administrative Agent’s right to 11:00 a.m. (New York City time) in funds immediately available on receive the second Business Day following same for the date such request is made. The proceeds account of such Working Capital Facility Loans the Issuing Bank, shall be immediately applied absolute, irrevocable and unconditional and shall not be affected in any way by any circumstance whatsoever, including without limitation, (i) the failure of any other Revolving Credit Lender to repay make its payment under this subsection, (ii) the applicable financial condition of the Revolving Credit Borrowers or any other Loan Party, (iii) the existence of any Default or Event of Default, including any Event of Default described in Section 7.01.7 or 7.01.8, (iv) the termination of the Revolving Credit Commitments or (v) the delivery of Cash Collateral. Each such payment to the Administrative Agent for the account of the Issuing Lender. (d) With respect to Unreimbursed Amounts that are not paid on the date due, interest Bank shall be payable on made without any and all Unreimbursed Amounts from the date such amounts become payable (whether at stated maturityoffset, by accelerationabatement, demand withholding or otherwise) until payment in full (either in cash or upon the making of a Working Capital Facility Loan) at the applicable rate which would be payable on any outstanding Working Capital Facility Loans which were then overdue pursuant to Section 4.2(c)deduction whatsoever.

Reimbursement Obligations of the Borrowers. (a) Upon receipt Each Revolving Credit Lender unconditionally and irrevocably covenants to the Issuing Bank that, if an L/C Disbursement is made by the relevant Issuing Lender from the beneficiary of Bank with respect to any Letter of Credit of any notice of a drawing or demand for payment under such Letter of Creditwhich the Issuing Bank is not immediately reimbursed in full by the Revolving Credit Borrowers, such Issuing Lender shall promptly notify the Borrowers’ Agent and pay to the Administrative Agent thereof. If the Borrowers’ Agent 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)Agent, on any Business Day, the Borrowers shall reimburse such Issuing Lender on such Business Day for the Unreimbursed Amount account of such Letter of Credit. If the Borrowers’ Agent receives notice (confirmed by telephone) from such Issuing Lender of a drawing or Bank, upon the demand for payment under a Letter of Credit at or after 1:00 p.m. (New York City time), on any Business Day, the Borrowers shall so reimburse such Issuing Lender on the Business Day immediately following the Business Day upon which such notice was received by the Borrowers’ Administrative Agent. Such reimbursement shall be made directly , an amount equal 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 Borrowers being, the “Unreimbursed Amount”). (b) If the Borrowers fail to fully reimburse any Issuing Lender pursuant to Section 3.6(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 Borrowers’ Agent), which notice shall be provided on a Business Day, and specify in such notice the amount Lender’s Revolving Credit Commitment Percentage of the Unreimbursed Amount. On the next Business Day following receipt of such notice from such Issuing Lender, the Administrative Agent shall notify each L/C Participant of the Reimbursement Date, the Unreimbursed Amount, and the unreimbursed amount of such L/C Participant’s Working Capital Facility Commitment Percentage thereof. (c) If there Disbursement not later than 1:00 p.m. Eastern Time on the Business Day specified by the Administrative Agent in its demand for payment. Any payment made by a Lender pursuant to this Section 2.05.3 to reimburse the Issuing Bank for any L/C Disbursement shall not constitute a Loan and shall not relieve the Borrowers of their joint and several obligations to reimburse such L/C Disbursement; provided, however, that in respect of any drawing under any Letter of Credit, the maximum amount that any Revolving Credit Lender shall be any Unreimbursed Amounts owing required to any Issuing Lender on fund, whether as a Revolving Credit Loan or after as a participation, shall not exceed such Unreimbursed Amounts were due pursuant to Section 3.6(a), the relevant Issuing Lender may request on behalf of the Borrowers (which hereby irrevocably authorize such Issuing Lender to act on their behalf solely in this regard), that each Working Capital Facility Lender make a Working Capital Facility Loan (which initially shall be a Base Rate Loan) in an amount equal to such Working Capital Facility Revolving Credit Lender’s Working Capital Facility Revolving Credit Commitment Percentage of the outstanding amount of such Unreimbursed Amount (an “L/C Reimbursement Loan”). In accordance with Section 2.4(c), unless any of the conditions contained drawing except as otherwise provided in Section 6.2 shall not have been satisfied or waived (in which event the procedures set forth in Section 3.5 shall apply), each Working Capital Facility Lender shall 2.14. Each Revolving Credit Lender’s obligation to make the proceeds of its Working Capital Facility Loan available such payments to the Administrative Agent prior under this subsection, and the Administrative Agent’s right to 11:00 a.m. (New York City time) in funds immediately available on receive the second Business Day following same for the date such request is made. The proceeds account of such Working Capital Facility Loans the Issuing Bank, shall be immediately applied absolute, irrevocable and unconditional and shall not be affected in any way by any circumstance whatsoever, including without limitation, (i) the failure of any other Revolving Credit Lender to repay make its payment under this subsection, (ii) the applicable financial condition of the Revolving Credit Borrowers or any other Loan Party, (iii) the existence of any Default or Event of Default, including any Event of Default described in Section 7.01.7 or 7.01.8, (iv) the termination of the Revolving Credit Commitments or (v) the delivery of Cash Collateral. Each such payment to the Administrative Agent for the account of the Issuing Lender. (d) With respect to Unreimbursed Amounts that are not paid on the date due, interest Bank shall be payable on made without any and all Unreimbursed Amounts from the date such amounts become payable (whether at stated maturityoffset, by accelerationabatement, demand withholding or otherwise) until payment in full (either in cash or upon the making of a Working Capital Facility Loan) at the applicable rate which would be payable on any outstanding Working Capital Facility Loans which were then overdue pursuant to Section 4.2(c)deduction whatsoever.

Reimbursement Obligations of the Borrowers. (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 Borrowers’ Agent applicable Borrower that requested such Letter of Credit and the Administrative Agent thereof. If the Borrowers’ Agent such 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 Borrowers such Borrower shall reimburse such Issuing Lender on such Business Day for the Unreimbursed Amount of such Letter of Credit. If the Borrowers’ Agent such 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 Borrowers such Borrower shall so reimburse such Issuing Lender on the Business Day immediately following the Business Day upon which such notice was received by the Borrowers’ Agentsuch Borrower. Such reimbursement shall be made directly to such Issuing Lender in the currency in which such Letter of Credit was drawn 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 Borrowers applicable Borrower being, the “Unreimbursed Amount”). (b) If the Borrowers fail applicable Borrower fails to fully reimburse any Issuing Lender pursuant to Section 3.6(a3.7(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 Borrowers’ Agentapplicable Borrower), which notice shall be provided on a Business Day, and specify in such notice the amount (and currency) of the Unreimbursed Amount. On the next Business Day following 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 (and currency) of such Relevant L/C Participant’s Commitment Percentage or Adjusted Dollar Working Capital Facility Commitment Uncommitted Tranche 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 3.6(a3.7(a), the relevant Issuing Lender may request on behalf of the Borrowers applicable Borrower (which and each Borrower hereby irrevocably authorize authorizes such Issuing Lender to act on their its behalf solely in this regard), that each Working Capital Relevant Facility Lender make a Working Capital Relevant Facility Loan (which initially shall be a Base Rate LoanLoan (in the case of a Loan denominated in United States Dollars) or a Prime Rate Loan (in the case of a Loan denominated in Canadian Dollars)) in the currency in which such Letter of Credit was drawn and in an amount equal to such Relevant Facility Lender’s Commitment Percentage or Adjusted Dollar Working Capital Facility Lender’s Working Capital Facility Commitment Percentage Uncommitted Tranche Percentage, as applicable, of the outstanding amount of such Unreimbursed Amount (an “L/C Reimbursement Loan”). In accordance with Section 2.4(c2.5(c) or 2.5(d), as applicable, 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 3.5 3.6 shall apply), each Working Capital Relevant Facility Lender shall make the proceeds of its Working Capital Relevant Facility Loan available to the Administrative Agent prior to 11:00 a.m. (New York City time) in funds immediately available on the second Business Day following next succeeding the date such request is made. The proceeds of such Working Capital 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 Working Capital Relevant Facility Loan) at the applicable rate which would be payable on any outstanding Working Capital Relevant Facility Loans that were Base Rate Loans or (with respect to Unreimbursed Amounts denominated in Canadian Dollars) Prime Rate Loans, as applicable, which were then overdue pursuant to Section 4.2(c)overdue.

Reimbursement Obligations of the Borrowers. (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 Borrowers’ Agent and the Administrative Agent thereof. If the Borrowers’ Agent 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 12:00 p.m. (New York City time), on any Business Day, the Borrowers Borrower on whose behalf such Letter of Credit was issued shall reimburse such Issuing Lender on such Business Day for the Unreimbursed Amount of such Letter of Credit. If the Borrowers’ Agent receives receive 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 12:00 p.m. (New York City time), on any Business Day, the Borrowers such Borrower shall so reimburse such Issuing Lender on the Business Day immediately following the Business Day upon which such notice was received by the Borrowers’ Agent; provided that, such Borrower may reimburse such Issuing Lender with the proceeds of Revolving Credit Loans made pursuant to Section 2.1 or with proceeds from any other source. Such reimbursement shall be made directly to such Issuing Lender in an amount in United Stated States 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 Borrowers being, the “Unreimbursed Amount”). (b) If the Borrowers fail to fully reimburse any relevant Revolving Issuing Lender shall not have received full reimbursement for any drawing or demand for payment prior to the time such reimbursement is due for such drawing or demand for payment pursuant to Section 3.6(a3.11(a) at (unless an event of the time type described in Section 9.1(g) shall have occurred and on be continuing with respect to any of the due date Borrowers, in which case the procedures specified in such Section (the “Reimbursement Date”3.9 for funding by Revolving L/C Participants shall apply), such Issuing Lender drawing or demand for payment under a Revolving Letter of Credit shall so notify constitute a request by the Administrative Agent (with Borrower on whose behalf such Revolving Letter of Credit was issued or provided for a copy borrowing pursuant to Section 2.3 of Revolving Credit Loans that are Base Rate Loans in the amount equal to the Borrowers’ Agent), which notice Unreimbursed Amount of such Letter of Credit. The Borrowing Date with respect to such borrowing shall be provided on a Business Day, and specify in such notice the amount of the Unreimbursed Amount. On the next Business Day following receipt date of such notice from such Issuing Lender, the Administrative Agent shall notify each L/C Participant of the Reimbursement Date, the Unreimbursed Amount, and the amount of such L/C Participant’s Working Capital Facility 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 3.6(a), the relevant Issuing Lender may request on behalf of the Borrowers (which hereby irrevocably authorize such Issuing Lender to act on their behalf solely in this regard), that each Working Capital Facility Lender make a Working Capital Facility Loan (which initially shall be a Base Rate Loan) in an amount equal to such Working Capital Facility Lender’s Working Capital Facility Commitment Percentage of the outstanding amount of such Unreimbursed Amount (an “L/C Reimbursement Loan”). In accordance with Section 2.4(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 3.5 shall apply), each Working Capital Facility Lender shall make the proceeds of its Working Capital Facility Loan available to the Administrative Agent prior to 11:00 a.m. (New York City time) in funds immediately available on the second Business Day following the date such request is made. The proceeds of such Working Capital 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 Working Capital Facility Revolving Credit Loan) at the applicable rate which would be at the time payable on any outstanding Working Capital Facility Loans which were then overdue pursuant to Section 4.2(c).

Reimbursement Obligations of the Borrowers. (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 Borrowers’ Agent applicable Borrower that requested such Letter of Credit and the Administrative Agent thereof. If the Borrowers’ Agent such 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 Borrowers such Borrower shall reimburse such Issuing Lender on such Business Day for the Unreimbursed Amount of such Letter of Credit. If the Borrowers’ Agent such 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 Borrowers such Borrower shall so reimburse such Issuing Lender on the Business Day immediately following the Business Day upon which such notice was received by the Borrowers’ Agentsuch Borrower. Such reimbursement shall be made directly to such Issuing Lender in the currency in which such Letter of Credit was drawn 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 Borrowers applicable Borrower being, the “Unreimbursed Amount”). (b) If the Borrowers fail applicable Borrower fails to fully reimburse any Issuing Lender pursuant to Section 3.6(a3.7(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 Borrowers’ Agentapplicable Borrower), which notice shall be provided on a Business Day, and specify in such notice the amount (and currency) of the Unreimbursed Amount. On the next Business Day following 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 (and currency) of such Relevant L/C Participant’s Commitment Percentage or Adjusted Dollar Working Capital Facility Commitment Uncommitted Tranche 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 3.6(a), the relevant Issuing Lender may request on behalf of the Borrowers (which hereby irrevocably authorize such Issuing Lender to act on their behalf solely in this regard), that each Working Capital Facility Lender make a Working Capital Facility Loan (which initially shall be a Base Rate Loan) in an amount equal to such Working Capital Facility Lender’s Working Capital Facility Commitment Percentage of the outstanding amount of such Unreimbursed Amount (an “L/C Reimbursement Loan”). In accordance with Section 2.4(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 3.5 shall apply), each Working Capital Facility Lender shall make the proceeds of its Working Capital Facility Loan available to the Administrative Agent prior to 11:00 a.m. (New York City time) in funds immediately available on the second Business Day following the date such request is made. The proceeds of such Working Capital 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 Working Capital Relevant Facility Loan) at the applicable rate which would be payable on any outstanding Working Capital Relevant Facility Loans that were Base Rate Loans or (with respect to Unreimbursed Amounts denominated in Canadian Dollars) Prime Rate Loans, as applicable, which were then overdue pursuant to Section 4.2(c)overdue.

Reimbursement Obligations of the Borrowers. In order to induce the Issuing Lender to issue, extend and renew Letters of Credit and the Lenders to participate therein, the Borrowers hereby jointly and severally agree to reimburse or pay to the Issuing Lender with respect to each Letter of Credit issued, extended or renewed by the Issuing Lender hereunder as follows: (a) Upon receipt by the relevant Issuing Lender from the beneficiary of if any draft presented under any Letter of Credit of any notice of a drawing or demand for payment under such Letter of Credit, such is honored by the Issuing Lender shall promptly notify or the Borrowers’ Agent and the Administrative Agent thereof. If the Borrowers’ Agent receives notice (confirmed by telephone) from such Issuing Lender of a drawing or demand for otherwise makes payment under a Letter of Credit prior to 1:00 p.m. (New York City time), on any Business Daywith respect thereto, the Borrowers shall reimburse such Issuing Lender on such Business Day for the Unreimbursed Amount sum of such Letter of Credit. If the Borrowers’ Agent 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 Borrowers shall so reimburse such Issuing Lender on the Business Day immediately following the Business Day upon which such notice was received by the Borrowers’ Agent. 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 by the Issuing Lender under or with respect to such Letter of Credit PLUS (ii) the amount of any Non-Excluded Taxes and any reasonable taxes, fees, charges or other costs or and expenses whatsoever incurred by such the Issuing Lender at its Applicable Lending Office in immediately available funds (such amount that has not been reimbursed connection with any payment made by the Borrowers beingIssuing Lender under, the “Unreimbursed Amount”). (b) If or with respect to, such Letter of Credit, PROVIDED HOWEVER, if the Borrowers fail to fully do not reimburse any Issuing Lender pursuant to Section 3.6(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 Borrowers’ Agent), which notice shall be provided on a Business Day, and specify in such notice the amount of the Unreimbursed Amount. On the next Business Day following receipt of such notice from such Issuing Lender, the Administrative Agent shall notify each L/C Participant of the Reimbursement Date, the Unreimbursed Amount, and the amount of such L/C Participant’s Working Capital Facility Commitment Percentage thereof. (c) If there shall be any Unreimbursed Amounts owing to any Issuing Lender on the Drawdown Date, such amount shall, so long as no Event of Default under ss.ss.13.1(g) or after such Unreimbursed Amounts were due pursuant to Section 3.6(a)13.1(h) has occurred, the relevant Issuing Lender may request on behalf of the Borrowers (become automatically a Revolving CreDIt Loan which hereby irrevocably authorize such Issuing Lender to act on their behalf solely in this regard), that each Working Capital Facility Lender make a Working Capital Facility Loan (which initially shall be is a Base Rate Loan) Loan advanced hereunder in an amount equal to such Working Capital Facility Lender’s Working Capital Facility Commitment Percentage sum; (b) upon the reduction (but not termination) of the outstanding Total Commitment to an amount less than the Maximum Drawing Amount, an amount equal to such difference, which amount shall be held by the Administrative Agent for the benefit of such Unreimbursed Amount the Lenders and the Administrative Agent as cash collateral for all Reimbursement Obligations of the Borrowers; (an “L/C c) upon the Revolving Credit Maturity Date, the termination of the Total Commitment or the acceleration of the Reimbursement Loan”). In Obligations with respect to all Letters of Credit in accordance with Section 2.4(c)ss.13, unless any an amount equal to the then Maximum Drawing Amount of all Letters of Credit shall be paid bY the conditions contained in Section 6.2 shall not have been satisfied or waived (in which event the procedures set forth in Section 3.5 shall apply), each Working Capital Facility Lender shall make the proceeds of its Working Capital Facility Loan available Borrowers to the Administrative Agent prior to 11:00 a.m. (New York City time) in funds immediately available on be held as cash collateral for the second Business Day following Reimbursement Obligations of the date such request is made. The proceeds of such Working Capital Facility Loans shall be immediately applied to repay the applicable Issuing Lender.Borrowers; and (d) With respect the Borrowers promise to Unreimbursed Amounts that are not paid pay on the Revolving Credit Maturity Date all Unpaid Reimbursement Obligations on such date due, interest relating to Letters of Credit. All such payments shall be payable on made together with any and all Unreimbursed Amounts from the date such accrued and unpaid interest thereon and any fees and other 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 Working Capital Facility Loan) at the applicable rate which would be payable on any outstanding Working Capital Facility Loans which were then overdue pursuant to Section 4.2(c)owing hereunder.

Reimbursement Obligations of the Borrowers. (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 Borrowers’ Agent and the Administrative Agent thereof. If the Borrowers’ Agent 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 Borrowers shall reimburse such Issuing Lender on such Business Day for the Unreimbursed Amount of such Letter of Credit. If the Borrowers’ Agent 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 Borrowers shall so reimburse such Issuing Lender on the Business Day immediately following the Business Day upon which such notice was received by the Borrowers’ Agent. 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 Borrowers being, the “Unreimbursed Amount”). (b) If the Borrowers fail to fully reimburse any Issuing Lender pursuant to Section 3.6(a3.7(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 Borrowers’ Agent), which notice shall be provided on a Business Day, and specify in such notice the amount of the Unreimbursed Amount. On the next Business Day following 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 Working Capital Facility 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 3.6(a3.7(a), the relevant Issuing Lender may request on behalf of the Borrowers (which hereby irrevocably authorize such Issuing Lender to act on their behalf solely in this regard), that each Working Capital Relevant Facility Lender make a Working Capital Relevant Facility Loan (which initially shall be a Base Rate Loan) in an amount equal to such Working Capital Relevant Facility Lender’s Working Capital Facility Commitment Percentage of the outstanding amount of such Unreimbursed Amount (an “L/C Reimbursement Loan”). In accordance with Section 2.4(c2.5(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 3.5 3.6 shall apply), each Working Capital Relevant Facility Lender shall make the proceeds of its Working Capital Relevant Facility Loan available to the Administrative Agent prior to 11:00 a.m. (New York City time) in funds immediately available on the second Business Day following next succeeding the date such request is made. The proceeds of such Working Capital 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 Working Capital Relevant Facility Loan) at the applicable rate which would be payable on any outstanding Working Capital Relevant Facility Loans which were then overdue pursuant to Section 4.2(c)overdue.

Reimbursement Obligations of the Borrowers. (a) Upon receipt Each Revolving Credit Lender unconditionally and irrevocably covenants to the Issuing Bank that, if an L/C Disbursement is made by the relevant Issuing Lender from the beneficiary of Bank with respect to any Letter of Credit of any notice of a drawing or demand for payment under such Letter of Creditwhich the Issuing Bank is not immediately reimbursed in full by the Revolving Credit Borrowers, such Issuing Lender shall promptly notify the Borrowers’ Agent and pay to the Administrative Agent thereof. If Agent, for the Borrowers’ Agent receives notice (confirmed account of the Issuing Bank, upon the demand by telephone) from the Administrative Agent, an amount equal to such Issuing Lender Lender’s Revolving Credit Commitment Percentage of a drawing or demand for payment under a Letter the unreimbursed amount of Credit prior to such L/C Disbursement not later than 1:00 p.m. (New York City time), on any Business Day, the Borrowers shall reimburse such Issuing Lender on such Business Day for the Unreimbursed Amount of such Letter of Credit. If the Borrowers’ Agent 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 Borrowers shall so reimburse such Issuing Lender Eastern Time on the Business Day immediately following the Business Day upon which such notice was received specified by the Borrowers’ AgentAdministrative Agent in its demand for payment. Such reimbursement shall be Any payment 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 Borrowers being, the “Unreimbursed Amount”). (b) If the Borrowers fail to fully reimburse any Issuing a Lender pursuant to this Section 3.6(a) at 2.05.3 to reimburse 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 Borrowers’ Agent), which notice shall be provided on a Business Day, and specify in such notice the amount of the Unreimbursed Amount. On the next Business Day following receipt of such notice from such Issuing Lender, the Administrative Agent shall notify each Bank for any L/C Participant Disbursement shall not constitute a Loan and shall not relieve the Borrowers of their joint and several obligations to reimburse such L/C Disbursement; provided, however, that the Revolving Credit Borrowers unconditionally and irrevocably, jointly and severally, covenant to reimburse the Issuing Bank by paying to the Administrative Agent, for the account of the Reimbursement DateIssuing Bank, the Unreimbursed Amount, and the amount of such L/C Participant’s Working Capital Facility Commitment Percentage thereof. Disbursement by the not later than 12:00 noon on (ci) If there the Business Day that the Revolving Credit Borrowers receive notice of such drawing, if such notice is received by the Revolving Credit Borrowers prior to 10:00 a.m., or (ii) the Business Day immediately following the day that the Revolving Credit Borrowers receive such notice, if such notice is not received prior to such time, for the amount of (x) such L/C Disbursement and (y) any amounts incurred by such Issuing Bank in connection with such payment; provided, further, that in respect of any drawing under any Letter of Credit, the maximum amount that any Revolving Credit Lender shall be any Unreimbursed Amounts owing required to any Issuing Lender on fund, whether as a Revolving Credit Loan or after as a participation, shall not exceed such Unreimbursed Amounts were due pursuant to Section 3.6(a), the relevant Issuing Lender may request on behalf of the Borrowers (which hereby irrevocably authorize such Issuing Lender to act on their behalf solely in this regard), that each Working Capital Facility Lender make a Working Capital Facility Loan (which initially shall be a Base Rate Loan) in an amount equal to such Working Capital Facility Revolving Credit Lender’s Working Capital Facility Revolving Credit Commitment Percentage of the outstanding amount of such Unreimbursed Amount (an “L/C Reimbursement Loan”). In accordance with Section 2.4(c), unless any of the conditions contained drawing except as otherwise provided in Section 6.2 shall not have been satisfied or waived (in which event the procedures set forth in Section 3.5 shall apply), each Working Capital Facility Lender shall 2.14. Each Revolving Credit Lender’s obligation to make the proceeds of its Working Capital Facility Loan available such payments to the Administrative Agent prior under this subsection, and the Administrative Agent’s right to 11:00 a.m. (New York City time) in funds immediately available on receive the second Business Day following same for the date such request is made. The proceeds account of such Working Capital Facility Loans the Issuing Bank, shall be immediately applied absolute, irrevocable and unconditional and shall not be affected in any way by any circumstance whatsoever, including, without limitation, (i) the failure of any other Revolving Credit Lender to repay make its payment under this subsection, (ii) the applicable financial condition of the Revolving Credit Borrowers or any other Loan Party, (iii) the existence of any Default or Event of Default, including any Event of Default described in Section 7.01.77.07 or 7.01.87.08, (iv) the termination of the Revolving Credit Commitments or (v) the delivery of Cash Collateral. Each such payment to the Administrative Agent for the account of the Issuing Lender. (d) With respect to Unreimbursed Amounts that are not paid on the date due, interest Bank shall be payable on made without any and all Unreimbursed Amounts from the date such amounts become payable (whether at stated maturityoffset, by accelerationabatement, demand withholding or otherwise) until payment in full (either in cash or upon the making of a Working Capital Facility Loan) at the applicable rate which would be payable on any outstanding Working Capital Facility Loans which were then overdue pursuant to Section 4.2(c)deduction whatsoever.

Reimbursement Obligations of the Borrowers. (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 the Borrowers agree to reimburse, in same day funds, the applicable Issuing Lender shall promptly notify the Borrowers’ Agent and Lenders on each date on which the Administrative Agent thereof. If notifies the Borrowers’ Agent receives notice (confirmed by telephone) from such Issuing Lender Borrowers of the date and amount of a drawing or demand for payment draft paid under a any Syndicated Letter of Credit prior for the amount of (a) such draft so paid plus (b) any amounts referred to 1:00 p.m. (New York City time)in Section 3.4(c) incurred by the applicable Issuing Lenders in connection with such payment. Unless the Company, on any Business Daybehalf of the Borrowers, shall immediately notify the Administrative Agent that the Borrowers intend to reimburse the Issuing Lenders for such drawing from other sources or funds, the Borrowers shall reimburse such Issuing Lender 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 Business Day for the Unreimbursed Amount of such Letter of Credit. If the Borrowers’ Agent 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 Borrowers shall so reimburse such Issuing Lender on the Business Day immediately following the Business Day upon which such notice was received by the Borrowers’ Agent. Such reimbursement shall be made directly to such Issuing Lender date in an amount in United Stated Dollars equal to (i) the amount of (a) such draft 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 Borrowers being, the “Unreimbursed Amount”). 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 CD 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 Borrowers fail to fully reimburse any the Issuing Lender pursuant to Section 3.6(aLender(s) 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 Borrowers’ Agent), which notice shall be as provided on a Business Day, and specify in such notice the amount of the Unreimbursed Amount. On the next Business Day following receipt of such notice from such Issuing Lenderabove, the Administrative Agent shall notify each L/C Participant of the Reimbursement Date, the Unreimbursed Amount, and the unreimbursed amount of such L/C Participant’s Working Capital Facility 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 3.6(a), bear interest at the relevant Issuing Lender may request on behalf of the Borrowers (rate which hereby irrevocably authorize such Issuing Lender to act on their behalf solely in this regard), that each Working Capital Facility Lender make a Working Capital Facility Loan (which initially shall be a Base Rate Loan) in an amount equal to such Working Capital Facility Lender’s Working Capital Facility Commitment Percentage of the outstanding amount of such Unreimbursed Amount (an “L/C Reimbursement Loan”). In accordance with Section 2.4(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 3.5 shall apply), each Working Capital Facility Lender shall make the proceeds of its Working Capital Facility Loan available to the Administrative Agent prior to 11:00 a.m. (New York City time) in funds immediately available on the second Business Day following the date such request is made. The proceeds of such Working Capital 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 CD 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 Working Capital Facility Loan) at the applicable rate which would be payable on any outstanding Working Capital Facility Loans which were then overdue pursuant to Section 4.2(c)full.

Reimbursement Obligations of the Borrowers. (a) Upon receipt Each Revolving Credit Lender unconditionally and irrevocably covenants to the Issuing Bank that, if an L/C Disbursement is made by the relevant Issuing Lender from the beneficiary of Bank with respect to any Letter of Credit of any notice of a drawing or demand for payment under such Letter of Creditwhich the Issuing Bank is not immediately reimbursed in full by the Revolving Credit Borrowers, such Issuing Lender shall promptly notify the Borrowers’ Agent and pay to the Administrative Agent thereof. If Agent, for the Borrowers’ Agent receives notice (confirmed account of the Issuing Bank, upon the demand by telephone) from the Administrative Agent, an amount equal to such Issuing Lender Xxxxxx’s Revolving Credit Commitment Percentage of a drawing or demand for payment under a Letter the unreimbursed amount of Credit prior to such L/C Disbursement not later than 1:00 p.m. (New York City time), on any Business Day, the Borrowers shall reimburse such Issuing Lender on such Business Day for the Unreimbursed Amount of such Letter of Credit. If the Borrowers’ Agent 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 Borrowers shall so reimburse such Issuing Lender Eastern Time on the Business Day immediately following the Business Day upon which such notice was received specified by the Borrowers’ AgentAdministrative Agent in its demand for payment. Such reimbursement shall be Any payment 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 Borrowers being, the “Unreimbursed Amount”). (b) If the Borrowers fail to fully reimburse any Issuing a Lender pursuant to this Section 3.6(a) at 2.05.3 to reimburse 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 Borrowers’ Agent), which notice shall be provided on a Business Day, and specify in such notice the amount of the Unreimbursed Amount. On the next Business Day following receipt of such notice from such Issuing Lender, the Administrative Agent shall notify each Bank for any L/C Participant Disbursement shall not constitute a Loan and shall not relieve the Borrowers of their joint and several obligations to reimburse such L/C Disbursement; provided, however, that the Revolving Credit Borrowers unconditionally and irrevocably, jointly and severally, covenant to reimburse the Issuing Bank by paying to the Administrative Agent, for the account of the Reimbursement DateIssuing Bank, the Unreimbursed Amount, and the amount of such L/C Participant’s Working Capital Facility Commitment Percentage thereof. Disbursement by the not later than 12:00 noon on (ci) If there the Business Day that the Revolving Credit Borrowers receive notice of such drawing, if such notice is received by the Revolving Credit Borrowers prior to 10:00 a.m., or (ii) the Business Day immediately following the day that the Revolving Credit Borrowers receive such notice, if such notice is not received prior to such time, for the amount of (x) such L/C Disbursement and (y) any amounts incurred by such Issuing Bank in connection with such payment; provided, further, that in respect of any drawing under any Letter of Credit, the maximum amount that any Revolving Credit Lender shall be any Unreimbursed Amounts owing required to any Issuing Lender on fund, whether as a Revolving Credit Loan or after as a participation, shall not exceed such Unreimbursed Amounts were due pursuant to Section 3.6(a), the relevant Issuing Lender may request on behalf of the Borrowers (which hereby irrevocably authorize such Issuing Lender to act on their behalf solely in this regard), that each Working Capital Facility Lender make a Working Capital Facility Loan (which initially shall be a Base Rate Loan) in an amount equal to such Working Capital Facility Revolving Credit Lender’s Working Capital Facility Revolving Credit Commitment Percentage of the outstanding amount of such Unreimbursed Amount (an “L/C Reimbursement Loan”). In accordance with Section 2.4(c), unless any of the conditions contained drawing except as otherwise provided in Section 6.2 shall not have been satisfied or waived (in which event the procedures set forth in Section 3.5 shall apply), each Working Capital Facility Lender shall 2.14. Each Revolving Credit Lender’s obligation to make the proceeds of its Working Capital Facility Loan available such payments to the Administrative Agent prior under this subsection, and the Administrative Agent’s right to 11:00 a.m. (New York City time) in funds immediately available on receive the second Business Day following same for the date such request is made. The proceeds account of such Working Capital Facility Loans the Issuing Bank, shall be immediately applied absolute, irrevocable and unconditional and shall not be affected in any way by any circumstance whatsoever, including without limitation, (i) the failure of any other Revolving Credit Lender to repay make its payment under this subsection, (ii) the applicable financial condition of the Revolving Credit Borrowers or any other Loan Party, (iii) the existence of any Default or Event of Default, including any Event of Default described in Section 7.01.7 or 7.01.8, (iv) the termination of the Revolving Credit Commitments or (v) the delivery of Cash Collateral. Each such payment to the Administrative Agent for the account of the Issuing Lender. (d) With respect to Unreimbursed Amounts that are not paid on the date due, interest Bank shall be payable on made without any and all Unreimbursed Amounts from the date such amounts become payable (whether at stated maturityoffset, by accelerationabatement, demand withholding or otherwise) until payment in full (either in cash or upon the making of a Working Capital Facility Loan) at the applicable rate which would be payable on any outstanding Working Capital Facility Loans which were then overdue pursuant to Section 4.2(c)deduction whatsoever.

Reimbursement Obligations of the Borrowers. (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 Borrowers’ Agent applicable Borrower that requested such Letter of Credit and the Administrative Agent thereof. If the Borrowers’ Agent such 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 Borrowers such Borrower shall reimburse such Issuing Lender on such Business Day for the Unreimbursed Amount of such Letter of Credit. If the Borrowers’ Agent such 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 Borrowers such Borrower shall so reimburse such Issuing Lender on the Business Day immediately following the Business Day upon which such notice was received by the Borrowers’ Agentsuch Borrower. Such reimbursement shall be made directly to such Issuing Lender in the currency in which such Letter of Credit was drawn 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 Borrowers applicable Borrower being, the “Unreimbursed Amount”). (b) If the Borrowers fail applicable Borrower fails to fully reimburse any Issuing Lender pursuant to Section 3.6(a3.7(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 Borrowers’ Agentapplicable Borrower), which notice shall be provided on a Business Day, and specify in such notice the amount (and currency) of the Unreimbursed Amount. On the next Business Day following 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 (and currency) of such Relevant L/C Participant’s Commitment Percentage or Adjusted Dollar Working Capital Facility Commitment Uncommitted Tranche 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 3.6(a3.7(a), the relevant Issuing Lender may request on behalf of the Borrowers applicable Borrower (which and each Borrower hereby irrevocably authorize such Issuing Lender to act on their behalf solely in this regard), that each Working Capital Facility Lender make a Working Capital Facility Loan (which initially shall be a Base Rate Loan) in an amount equal to such Working Capital Facility Lender’s Working Capital Facility Commitment Percentage of the outstanding amount of such Unreimbursed Amount (an “L/C Reimbursement Loan”). In accordance with Section 2.4(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 3.5 shall apply), each Working Capital Facility Lender shall make the proceeds of its Working Capital Facility Loan available to the Administrative Agent prior to 11:00 a.m. (New York City time) in funds immediately available on the second Business Day following the date such request is made. The proceeds of such Working Capital Facility Loans shall be immediately applied to repay the applicable Issuing Lender.irrevocably (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 Working Capital Relevant Facility Loan) at the applicable rate which would be payable on any outstanding Working Capital Relevant Facility Loans that were Base Rate Loans or (with respect to Unreimbursed Amounts denominated in Canadian Dollars) Prime Rate Loans, as applicable, which were then overdue pursuant to Section 4.2(c)overdue.

Reimbursement Obligations of the Borrowers. (a) Upon receipt by The Borrowers jointly and severally agree to reimburse each Issuing Bank on each date on which such Issuing Bank notifies Texadian of the relevant Issuing Lender from the beneficiary 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 Bank or, if later than the Borrowers’ Agent and the Administrative Agent thereof. If the Borrowers’ Agent receives notice (confirmed date of such notification, on each date that 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 Borrowers shall reimburse such Issuing Lender on such Business Day Bank for the Unreimbursed Amount amount of (1) such Letter of Credit. If the Borrowers’ Agent 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 Borrowers shall so reimburse such Issuing Lender on the Business Day immediately following the Business Day upon which such notice was received by the Borrowers’ Agent. 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 Bank 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 amount that has not been reimbursed by the Borrowers being, the “Unreimbursed Amount”)funds. (b) If the Borrowers fail to fully reimburse any Issuing Lender pursuant to Section 3.6(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 Borrowers’ Agent), which notice shall be provided on a Business Day, and specify in such notice the amount of the Unreimbursed Amount. On the next Business Day following receipt of such notice from such Issuing Lender, the Administrative Agent shall notify each L/C Participant of the Reimbursement Date, the Unreimbursed Amount, and the amount of such L/C Participant’s Working Capital Facility 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 3.6(a), the relevant Issuing Lender may request on behalf of the Borrowers (which hereby irrevocably authorize such Issuing Lender to act on their behalf solely in this regard), that each Working Capital Facility Lender make a Working Capital Facility Loan (which initially shall be a Base Rate Loan) in an amount equal to such Working Capital Facility Lender’s Working Capital Facility Commitment Percentage of the outstanding amount of such Unreimbursed Amount (an “L/C Reimbursement Loan”). In accordance with Section 2.4(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 3.5 shall apply), each Working Capital Facility Lender shall make the proceeds of its Working Capital Facility Loan available to the Administrative Agent prior to 11:00 a.m. (New York City time) in funds immediately available on the second Business Day following the date such request is made. The proceeds of such Working Capital 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 Borrowers under this Section 3.5 from the date such amounts become payable (whether at stated maturity, by acceleration, demand or otherwise) an Issuing Bank makes payment with respect to presentment of a Letter of Credit until payment in full (either in cash or upon the making of a Working Capital Facility Loan) at the applicable rate which would be payable on any outstanding Working Capital Facility Base Rate Loans which were then overdue in payment (including the applicable default rate of 2% per annum). (c) Each drawing under any Letter of Credit that is not reimbursed strictly in accordance with the terms of Section 3.5(a) of this Agreement shall constitute a request by the Borrowers to the Administrative Agent for a borrowing (i) prior to the Syndication Date, of a Base Rate Loan pursuant to Section 4.2(c)2.1 of this Agreement, and (ii) from and after the Syndication Date, a Swing Line Loan pursuant to Section 2.2 of this Agreement, in either case in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the date of such drawing. Once the Issuing Bank has been repaid by the Borrowers with the proceeds of such Daylight Overdraft Loan or Swing Line Loan, as applicable, no further penalty interest shall be due pursuant to Section 3.5(b) of this Agreement. Notwithstanding anything contained herein to the contrary, in the event that a Letter of Credit is issued hereunder prior to the Conversion to Approving Lenders Funding Date and a Daylight Overdraft Loan or Swing Line Loan is required to be made in respect of such Letter of Credit on or after the Conversion to Approving Lenders Funding Date or participation therein is required to be funded under Section 3.4(a) of this Agreement, each of the Declining Lenders who had originally purchased a participation in such Letter of Credit pursuant to Section 3.4 of this Agreement shall be required to fund, on a pro rata basis based upon its percentage of participation in the related Letter of Credit, its portion of such Daylight Overdraft Loan or Swing Line Loan or any Revolving Credit Loan (which may be made without the request of the Borrowers) in replacement thereof or the amount due from it under Section 3.4(a) of this Agreement notwithstanding that any such Loan is being made or the drawing under such Letter of Credit occurs after the Conversion to Approving Lenders Funding Date and this Section 3.5 shall survive any Declining Lenders’ termination of its obligations under this Agreement so as to require enforcement of this obligation as against any Declining Lender.

Reimbursement Obligations of the Borrowers. (a) Upon receipt by The U.S. Borrowers agree to pay to the relevant Issuing Lender from the beneficiary L/C Issuer of any Letter of Credit of any notice of a drawing or demand for payment under such U.S. Letter of Credit, such Issuing Lender shall promptly notify the Borrowers’ or to Agent and the Administrative Agent thereof. If the Borrowers’ Agent 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 Borrowers shall reimburse such Issuing Lender on such Business Day for the Unreimbursed Amount of such Letter of Credit. If the Borrowers’ Agent 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 Borrowers shall so reimburse such Issuing Lender on the Business Day immediately following the Business Day upon which such notice was received by the Borrowers’ Agent. 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 Borrowers being, the “Unreimbursed Amount”). (b) If the Borrowers fail to fully reimburse any Issuing Lender pursuant to Section 3.6(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 Borrowers’ Agent), which notice shall be provided on a Business Day, and specify in such notice the amount of the Unreimbursed Amount. On the next Business Day following receipt of such notice from such Issuing Lender, the Administrative Agent shall notify each L/C Participant of the Reimbursement Date, the Unreimbursed Amount, and the amount benefit of such L/C Participant’s Working Capital Facility 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 3.6(a)Issuer, the relevant Issuing Lender may request on behalf of the Borrowers (which hereby irrevocably authorize such Issuing Lender to act on their behalf solely in this regard), that each Working Capital Facility Lender make a Working Capital Facility Loan (which initially shall be a Base Rate Loan) in an amount equal to such Working Capital Facility Lender’s Working Capital Facility Commitment Percentage of the outstanding amount of such Unreimbursed Amount (an “L/C Reimbursement Loan”). In accordance Obligation owing with Section 2.4(c)respect to such U.S. Letter of Credit and the Canadian Borrower agrees to pay to the L/C Issuer of any Canadian Letter of Credit, unless any in the applicable currency, each L/C Reimbursement Obligation owing with respect to such Canadian Letter of Credit, no later than the conditions contained in Section 6.2 shall not have first Business Day after the Applicable Borrower or the Borrower Representative receives notice from such L/C Issuer or from Agent that payment has been satisfied made under such Letter of Credit or waived that such L/C Reimbursement Obligation is otherwise due (in which event the procedures "L/C Reimbursement Date") with interest thereon computed as set forth in Section 3.5 shall applyclause (A) below. In the event that any L/C Reimbursement Obligation is not repaid by the Applicable Borrower as provided in this clause (v) (or any such payment by the Applicable Borrower is rescinded or set aside for any reason), each Working Capital Facility Lender such L/C Issuer shall make the proceeds of its Working Capital Facility Loan available to the Administrative promptly notify Agent prior to 11:00 a.m. (New York City time) in funds immediately available on the second Business Day following the date such request is made. The proceeds of such Working Capital Facility Loans failure (and, upon receipt of such notice, Agent shall be immediately applied to repay the applicable Issuing notify each Lender. (d) With respect to Unreimbursed Amounts that are not paid on the date dueand, interest irrespective of whether such notice is given, such L/C Reimbursement Obligation shall be payable on any and all Unreimbursed Amounts demand by the Applicable Borrower with interest thereon computed (A) from the date on which such amounts become payable 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 (whether at stated maturityif such L/C Reimbursement Obligations are denominated in Dollars) or Canadian Index Rate Loans (if such L/C Reimbursement Obligations are denominated in Canadian Dollars), by acceleration, demand or otherwiseand (B) thereafter until payment in full (either in cash or upon the making of a Working Capital Facility Loan) full, at the interest rate applicable rate which would be payable on any outstanding Working Capital Facility during such period to past due Revolving Loans which were then overdue pursuant to Section 4.2(cthat are Base Rate Loans (if such L/C Reimbursement Obligations are denominated in Dollars) or Canadian Index Rate Loans (if such L/C Reimbursement Obligations are denominated in Canadian Dollars).

Reimbursement Obligations of the Borrowers. (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 Borrowers’ Agent applicable Borrower that requested such Letter of Credit and the Administrative Agent (or in the case of Letters of Credit denominated in Canadian Dollars, the Canadian Agent) thereof. If the Borrowers’ Agent such 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 Borrowers such Borrower shall reimburse such Issuing Lender on such Business Day for the Unreimbursed Amount of such Letter of Credit. If the Borrowers’ Agent such 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 Borrowers such Borrower shall so reimburse such Issuing Lender on the Business Day immediately following the Business Day upon which such notice was received by the Borrowers’ Agentsuch Borrower. Such reimbursement shall be made directly to such Issuing Lender in the currency in which such Letter of Credit was drawn 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 Borrowers applicable Borrower being, the “Unreimbursed Amount”). (b) If the Borrowers fail applicable Borrower fails to fully reimburse any Issuing Lender pursuant to Section 3.6(a3.7(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 or (with respect to Letters of Credit denominated in Canadian Dollars) the Canadian Agent (with a copy to the Borrowers’ Agentapplicable Borrower), which notice shall be provided on a Business Day, and specify in such notice the amount (and currency) of the Unreimbursed Amount. On the next Business Day following Immediately upon receipt of such notice from such Issuing Lender, the Administrative Agent or Canadian Agent, as applicable, shall notify each Relevant L/C Participant of the Reimbursement Date, the Unreimbursed Amount, and the amount (and currency) of such Relevant L/C Participant’s Working Capital Facility 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 3.6(a3.7(a), the relevant Issuing Lender may request on behalf of the Borrowers applicable Borrower (which and each Borrower hereby irrevocably authorize authorizes such Issuing Lender to act on their its behalf solely in this regard), that each Working Capital Relevant Facility Lender make a Working Capital Relevant Facility Loan (which initially shall be a Base Rate LoanLoan (in the case of a Loan denominated in United States Dollars) or a Prime Rate Loan (in the case of a Loan denominated in Canadian Dollars)) in the currency in which such Letter of Credit was drawn and in an amount equal to such Working Capital Relevant Facility Lender’s Working Capital Facility Commitment Percentage of the outstanding amount of such Unreimbursed Amount (an “L/C Reimbursement Loan”). In accordance with Section 2.4(c2.5(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 3.5 3.6 shall apply), each Working Capital Relevant Facility Lender shall make the proceeds of its Working Capital Relevant Facility Loan available to the Administrative Agent (or, in the case of Loans denominated in Canadian Dollars, the Canadian Agent) prior to 11:00 a.m. (New York City time) in funds immediately available on the second Business Day following next succeeding the date such request is made. The proceeds of such Working Capital 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 Working Capital Facility Loan) at the applicable rate which would be payable on any outstanding Working Capital Facility Loans which were then overdue pursuant to Section 4.2(c).the

Reimbursement Obligations of the Borrowers. (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 Borrowers’ Agent applicable Borrower and the Administrative Agent thereof. If the Borrowers’ Agent such 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 Borrowers such Borrower shall reimburse such Issuing Lender on such Business Day for the Unreimbursed Amount of such Letter of Credit. If the Borrowers’ Agent such 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 Borrowers such Borrower shall so reimburse such Issuing Lender on the Business Day immediately following the Business Day upon which such notice was received by such Borrower; provided that, such Borrower may reimburse such Issuing Lender with the Borrowers’ Agentproceeds of Revolving Credit Loans, Daylight Overdraft Loans or Swing Line Loans made pursuant to Section 2.4 or with proceeds from any other source. 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 Borrowers such Borrower being, the “Unreimbursed Amount”). (b) If the Borrowers fail to fully reimburse any relevant Issuing Lender shall not have received full reimbursement for any drawing prior to the time such reimbursement is due for such drawing pursuant to Section 3.6(a3.5(a) at (unless an event of the time type described in Section 9.1(f) shall have occurred and on be continuing with respect to the due date Borrower, in which case the procedures specified in such Section (the “Reimbursement Date”3.4 for funding by L/C Participants shall apply), such Issuing Lender drawing or demand for payment under a Letter of Credit shall so notify constitute a request by such Borrower for a borrowing pursuant to Section 2.4 of Revolving Credit Loans that are Base Rate Loans in the Administrative Agent (with a copy amount equal to the Borrowers’ Agent), which notice Unreimbursed Amount of such Letter of Credit. The Borrowing Date with respect to such borrowing shall be provided on a Business Day, and specify in such notice the amount of the Unreimbursed Amount. On the next Business Day following receipt date of such notice from such Issuing Lender, the Administrative Agent shall notify each L/C Participant of the Reimbursement Date, the Unreimbursed Amount, and the amount of such L/C Participant’s Working Capital Facility 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 3.6(a), the relevant Issuing Lender may request on behalf of the Borrowers (which hereby irrevocably authorize such Issuing Lender to act on their behalf solely in this regard), that each Working Capital Facility Lender make a Working Capital Facility Loan (which initially shall be a Base Rate Loan) in an amount equal to such Working Capital Facility Lender’s Working Capital Facility Commitment Percentage of the outstanding amount of such Unreimbursed Amount (an “L/C Reimbursement Loan”). In accordance with Section 2.4(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 3.5 shall apply), each Working Capital Facility Lender shall make the proceeds of its Working Capital Facility Loan available to the Administrative Agent prior to 11:00 a.m. (New York City time) in funds immediately available on the second Business Day following the date such request is made. The proceeds of such Working Capital 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 acceleration or otherwise) until payment in full (either in cash or upon the making of a Working Capital Facility Revolving Credit Loan) at the applicable rate which would be payable on any outstanding Working Capital Facility Revolving Credit Loans which were then overdue pursuant to Section 4.2(c)overdue.