Common use of Reimbursement Obligations Clause in Contracts

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of a Letter of Credit of any demand for payment under such Letter of Credit, the Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; provided, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement with respect to any Letter of Credit denominated in an Alternative Currency, the Borrower shall reimburse the Agent in such Alternative Currency, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt of the notice of drawing that the Borrower will reimburse the Agent in Dollars. In the case of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated in an Alternative Currency, the Agent shall notify the Borrower of the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Agent shall promptly pay to each Revolving Credit Lender that has acquired a participation therein under the second sentence of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment Percentage, as applicable, of such payment.

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of (i) The Borrower hereby agrees to reimburse (or cause any LC Obligor for whose account a Letter of Credit of any demand for was issued to reimburse) each LC Issuer, by making payment under directly to such Letter of Credit, LC Issuer in immediately available funds at the Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result payment office of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; providedLC Issuer, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in for any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement Unreimbursed Drawing with respect to any Letter of Credit denominated immediately after, and in an Alternative Currencyany event on the date on which, such LC Issuer notifies the Borrower shall reimburse the Agent in such Alternative Currency, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement other LC Obligor for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt of the notice of drawing that the Borrower will reimburse the Agent in Dollars. In the case of any whose account such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated was issued) of such payment or disbursement (which notice to the Borrower (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars or in the applicable Designated Foreign Currency in which such Letter of Credit is denominated, with interest on the amount so paid or disbursed by such LC Issuer. The Borrower will be deemed to have given a Notice of Borrowing for Revolving Loans that are Base Rate Loans in an Alternative Currency, the Agent shall notify the Borrower of the aggregate Dollar Equivalent of principal amount sufficient to reimburse such Unreimbursed Drawing (and the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Administrative Agent shall promptly pay give notice to each the Lenders of such deemed Notice of Borrowing), the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Credit Lender that has acquired a participation therein Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and the second sentence proceeds of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment PercentageLoans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unreimbursed Drawing, as applicable, with any excess proceeds to be made available to the Borrower in accordance with the applicable provisions of this Agreement. To the extent such Unreimbursed Drawing is not reimbursed prior to 1:00 P.M. (local time at the payment office of the applicable LC Issuer) on the date of such paymentpayment or disbursement, interest on such Unreimbursed Drawing shall accrue, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.09(a)(i) that are Base Rate Loans or, if not reimbursed on the date of such payment or disbursement because the Aggregate Revolving Facility Exposure exceeds the Revolving Commitment, then at the Default Rate, any such interest also to be payable on demand.

Reimbursement Obligations. Upon receipt Borrowers shall reimburse Agent for all Extraordinary Expenses. Borrowers shall also reimburse Agent for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by the Agent from the beneficiary of a Letter of Credit it in connection with (a) negotiation and preparation of any demand for payment under such Letter Loan Documents, including any amendment or other modification thereof; (b) administration of Creditand actions relating to any Collateral, the Agent shall promptly notify the Borrower Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of the amount to be paid by the Agent as a result of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; provided, however, the Agent’s failure Liens on any Collateral, to give, maintain any insurance required hereunder or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally to verify Collateral; and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior (c) subject to the date on which payment is to be made by the Agent to the beneficiary thereunderlimits of Section 10.1.1(b), without presentmenteach inspection, demand, protest audit or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement appraisal with respect to any Letter Obligor or Collateral, whether prepared by Agent’s personnel or a third party. If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificate), it is reasonably determined prior to Full Payment of Credit denominated in an Alternative Currencyall of the Obligations that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, the proper margin shall be applied retroactively and Borrowers shall within three (3) Business Days of request, pay to Agent, for the Pro Rata benefit of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrowers under this Section shall be due within thirty (30) days of receipt by the Borrower Agent of an invoice relating thereto setting forth such expense in reasonable detail (other than with respect to fees and expenses accrued through the Closing Date, which shall reimburse be paid (a) on the Agent in Closing Date if such Alternative Currency, unless documentation reasonably supporting such fees and expenses is provided within three (A3) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollarsdays prior to the Closing Date, or (Bb) within three (3) Business Days after delivery of such supporting documentation if not timely delivered before the Closing Date). All such reimbursement obligations, including Extraordinary Expenses, shall be limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one primary counsel to Agent, plus, if reasonably necessary, one primary counsel to the Agent and the Lenders, taken as a whole, plus, if reasonably necessary, one local counsel in each applicable jurisdiction which, in each case, shall exclude allocated costs of in-house counsel and (ii) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt of the notice of drawing that the Borrower will reimburse the Agent in Dollars. In the case of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated in an Alternative Currencyother consultants and advisers, to the Agent shall notify the Borrower of the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Agent shall promptly pay to each Revolving Credit Lender that has acquired a participation therein under the second sentence of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment Percentage, as applicable, reasonable and documented fees and expenses of such paymentPerson.

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of a Letter of Credit of any demand for payment under such Letter of Credit, the Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result of such demand (the “Reimbursement Obligations”a) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; provided, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower Company hereby unconditionally and irrevocably agrees to pay and reimburse the Agent Issuing Lender for each payment or disbursement made by the amount Issuing Lender under any Letter of each Credit honoring any demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentment, demand, protest in each case on the date that such payment or other formalities disbursement is made. Any amount not reimbursed on the date of any kind such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company therefor at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect (other than notice as provided plus the default rate of interest set forth in this subsectionSection 4.1 to the extent an Event of Default exists). In If any reimbursement obligation is not paid on the case day a payment or disbursement is made by the Issuing Lender under a Letter of Credit, the Company hereby authorizes and directs the Administrative Agent to increase the principal balance of the Revolving Loan as a Base Rate Loan in an LC Disbursement amount equal to such payment or disbursement made by the Issuing Lender with respect to such Letter of Credit, except that if Revolving Loans are not available at such time as a result of the existence of an Event of Default or otherwise, the reimbursement obligation (including all interest accrued thereon) shall be payable on demand. The Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit denominated in an Alternative Currency, by the Borrower shall reimburse beneficiary thereunder; provided that the Agent in such Alternative Currency, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt failure of the notice of drawing that Issuing Lender to so notify the Borrower will reimburse Company or the Agent in Dollars. In the case of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated in an Alternative Currency, the Administrative Agent shall notify not affect the Borrower rights of the Dollar Equivalent of Issuing Lender or the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of Lenders in any payment in respect of any Reimbursement Obligation, the Agent shall promptly pay to each Revolving Credit Lender that has acquired a participation therein under the second sentence of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment Percentage, as applicable, of such paymentmanner whatsoever.

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of a Letter of Credit of any demand for payment under such Letter of Credit, the Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; provided, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower Company hereby unconditionally and irrevocably agrees to pay and reimburse the Agent each Issuing Lender for the amount each payment or disbursement made by such Issuing Lender under any Letter of each Credit issued by such Issuing Lender honoring any demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentmentin each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that such Issuing Lender is reimbursed by the Company for such amount, payable on demand, protest at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from such Issuing Lender of such payment or other formalities of disbursement, 2%. The applicable Issuing Lender shall notify the Company and the Administrative Agent whenever any kind (other than notice as provided in this subsection). In the case of an LC Disbursement with respect to demand for payment is made under any Letter of Credit denominated issued by such Issuing Lender by the beneficiary thereunder; provided that the failure of such Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights of such Issuing Lender or the Lenders in an Alternative Currencyany manner whatsoever. The Company’s reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, the Borrower shall reimburse the Agent in such Alternative Currency, unless including (Ai) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, any lack of validity or (B) in the absence enforceability of any such requirement for reimbursement in DollarsLetter of Credit, this Agreement or any other Loan Document, (ii) the Borrower shall have notified the Agent promptly following receipt of the notice of drawing that the Borrower will reimburse the Agent in Dollars. In the case existence of any such reimbursement claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in Dollars of an LC Disbursement under a Letter of Credit, any transferee of any Letter of Credit denominated in an Alternative Currency(or any Person for whom any such transferee may be acting), the Agent shall notify Administrative Agent, an Issuing Lender, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the Borrower transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (iii) the validity, sufficiency or genuineness of any document which an Issuing Lender has determined complies on its face with the terms of the Dollar Equivalent applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, (iv) the surrender or impairment of any security for the performance or observance of any of the amount terms hereof or (v) any other event or circumstance whatsoever, whether or not similar to any of the LC Disbursement promptly following foregoing, that might, but for the determination thereofprovisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Company’s obligations hereunder. Upon receipt Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as an Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Administrative Agent or any Lender to the Company, or relieve the Company of any payment in respect of its obligations hereunder to any Reimbursement Obligation, the Agent shall promptly pay to each Revolving Credit Lender that has acquired a participation therein under the second sentence of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment Percentage, as applicable, of such paymentPerson.

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of (i) The Borrower hereby agrees to reimburse (or cause any LC Obligor for whose account a Letter of Credit of any demand for was issued to reimburse) each LC Issuer, by making payment under directly to such Letter of Credit, LC Issuer in immediately available funds at the Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result payment office of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; providedLC Issuer, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in for any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement Unreimbursed Drawing with respect to any Letter of Credit denominated immediately after, and in an Alternative Currencyany event, if notice is given to the Borrower by 11:00 A.M., on the date on which, or if notice is given after 11:00 A.M., on the next succeeding Business Day, such LC Issuer notifies the Borrower (or any such other LC Obligor for whose account such Letter of Credit was issued) of such payment or disbursement (which notice to the Borrower (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars or in the applicable Designated Foreign Currency in which such Letter of Credit is denominated, with interest on the amount so paid or disbursed by such LC Issuer. If the Borrower fails to so reimburse the LC Issuer by such date, the Borrower shall reimburse the Agent in such Alternative Currency, unless (A) such Agent (at its option) shall will be deemed to have specified in such notice given a Notice of Borrowing for Revolving Loans that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt of the notice of drawing that the Borrower will reimburse the Agent in Dollars. In the case of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated are Base Rate Loans in an Alternative Currency, the Agent shall notify the Borrower of the aggregate Dollar Equivalent of principal amount sufficient to reimburse such Unreimbursed Drawing (and the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Administrative Agent shall promptly pay give notice to each the Revolving Credit Lender that has acquired a participation therein Lenders of such deemed Notice of Borrowing), the Revolving Lenders shall, unless they are legally prohibited from doing so, make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and the second sentence proceeds of Section 2.2(i) such Revolving Credit Lender’s Dollar Loans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unreimbursed Drawing, with any excess proceeds to be made available to the Borrower in accordance with the applicable provisions of this Agreement. To the extent such Unreimbursed Drawing is not reimbursed prior to 1:00 P.M. (local time at the payment office of the applicable LC Issuer) on the date required, interest on such Unreimbursed Drawing shall accrue, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Commitment Percentage or Alternative Currency Revolving Commitment PercentageLoans pursuant to Section 2.09(a)(i) that are Base Rate Loans or, as applicable, if not reimbursed on the date of such paymentpayment or disbursement because the Aggregate Credit Facility Exposure exceeds the Revolving Commitment, then at the Default Rate, any such interest also to be payable on demand.

Reimbursement Obligations. Upon receipt Borrowers shall reimburse Agent for all Extraordinary Expenses. Borrowers shall also reimburse Agent for all legal, accounting, appraisal, consulting, and other fees, costs and expenses reasonably incurred by the Agent from the beneficiary of a Letter of Credit it in connection with (a) negotiation and preparation of any demand for payment under such Letter Loan Documents, including any amendment or other modification thereof; (b) administration of Creditand actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the Agent shall promptly notify the Borrower limits of the amount Section 10.1.1(b), each inspection, audit or appraisal with respect to be paid any Credit Party or Collateral, whether prepared by the Agent as Agent’s personnel or a result of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demandthird party; provided, however, the Agent’s failure that (i) prior to giveany Event of Default, or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees Borrowers’ obligations to pay and reimburse the Agent for the amount fees and expenses of each demand for payment under such Letter of Credit on or prior counsel shall be limited to one counsel selected by Agent and to the date on which payment is to extent necessary, one special or local counsel in each appropriate jurisdiction unless, in the reasonable opinion of Agent, representation of all such Indemnitees would be made by the Agent inappropriate due to the beneficiary thereunderexistence of an actual or potential conflict of interest and (ii) during any Event of Default, without presentmentBorrowers’ obligations to reimburse Agent for the fees and expenses of counsel shall be limited to one counsel for Agent and one counsel for Lenders and to the extent necessary, demandone special or local counsel in each appropriate jurisdiction unless, protest or other formalities in the reasonable opinion of any kind (other than notice as provided in this subsection). In Lender, representation of all such Indemnitees would be inappropriate due to the case existence of an LC Disbursement with respect actual or potential conflict of interest. If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificate), it is determined that a higher Applicable Margin should have applied to any Letter a period than was actually applied, then the proper margin shall be applied retroactively and Borrowers shall immediately pay to Agent, for the Pro Rata benefit of Credit denominated in Lenders, an Alternative Currency, amount equal to the Borrower shall reimburse the Agent in such Alternative Currency, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt of the notice of drawing that the Borrower will reimburse the Agent in Dollars. In the case of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated in an Alternative Currency, the Agent shall notify the Borrower of the Dollar Equivalent of difference between the amount of interest and fees that would have accrued using the LC Disbursement promptly following proper margin and the determination thereofamount actually paid. Upon receipt All amounts payable by the Agent of any payment in respect of any Reimbursement Obligation, the Agent Borrowers under this Section shall promptly pay to each Revolving Credit Lender that has acquired a participation therein under the second sentence of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment Percentage, as applicable, of such paymentbe due on demand.

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of (i) The Borrowers hereby agree to reimburse (or cause any LC Obligor for whose account a Letter of Credit of any demand for was issued to reimburse) each LC Issuer, by making payment under directly to such Letter of Credit, LC Issuer in immediately available funds at the Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result payment office of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; providedLC Issuer, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in for any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement Unpaid Drawing with respect to any Letter of Credit denominated within one (1) Business Day after such LC Issuer notifies such Borrower (or any such other LC Obligor for whose account such Letter of Credit was issued) of such payment or disbursement (which notice to such Borrower (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in U.S. Dollars, with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office of the applicable LC Issuer) on the date of such payment or disbursement, from the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.09(a) that are Eurodollar Loans or, if not reimbursed within one Business Day after such notice, at the rate then applicable to Revolving Loans pursuant to Section 2.09(d) that are Base Rate Loans, any such interest also to be payable on demand. If by 12:00 noon Local Time on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Alternative CurrencyUnpaid Drawing, the Borrower shall reimburse Borrowers or the Agent relevant LC Obligor have not made such reimbursement out of its available cash on hand or, in such Alternative Currency, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt of the notice of drawing that the Borrower will reimburse the Agent in Dollars. In the case of any such reimbursement Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to such Borrower), (x) such Borrower will in Dollars each case be deemed to have given a Notice of an LC Disbursement under a Letter of Credit denominated Borrowing for Revolving Loans that are Base Rate Loans in an Alternative Currency, aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Agent shall notify the Borrower of the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Administrative Agent shall promptly pay give notice to each the Lenders of such deemed Notice of Borrowing, and such deemed Notice of Borrowing is not required to comply with the requirements specified in Section 2.06), (y) the Lenders shall make the Revolving Credit Lender that has acquired a participation therein Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and (z) the second sentence proceeds of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment PercentageLoans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, as applicable, with any excess proceeds to be made available to the Borrowers in accordance with the applicable provisions of such paymentthis Agreement.

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of (i) The Borrower hereby agrees to reimburse (or cause any LC Obligor for whose account a Letter of Credit of any demand for was issued to reimburse) each LC Issuer, by making payment under directly to such Letter of Credit, LC Issuer in immediately available funds at the Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result payment office of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; providedLC Issuer, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in for any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement Unpaid Drawing with respect to any Letter of Credit denominated immediately after, and in an Alternative Currencyany event on the date on which, such LC Issuer notifies the Borrower shall reimburse (or any such other LC Obligor for whose account such Letter of Credit was issued) of such payment or disbursement (which notice to the Agent in Borrower (or such Alternative Currency, unless (A) such Agent (at its optionother LC Obligor) shall have specified be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars in which such Letter of Credit is denominated, with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office of the applicable LC Issuer) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to ‎Section 2.09(a) that are Base Rate Loans or, if not reimbursed on the date of such payment or disbursement, at the Default Rate, any such interest also to be payable on demand. Immediately following notice that to it will require of its obligation to make reimbursement in Dollarsrespect of an Unpaid Drawing, or (B) in the absence of any such requirement for reimbursement in Dollars, if the Borrower shall have notified or the Agent promptly following receipt relevant LC Obligor has not made such reimbursement out of the notice of drawing that its available cash on hand, (x) the Borrower will reimburse the Agent in Dollars. In the case be deemed to have given a Notice of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated Borrowing for Revolving Loans that are Base Rate Loans in an Alternative Currency, aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Agent shall notify the Borrower of the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Administrative Agent shall promptly pay give notice to each the Lenders of such deemed Notice of Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Credit Lender that has acquired a participation therein Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under ‎Section 2.02), and (z) the second sentence proceeds of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment PercentageLoans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, as applicable, with any excess proceeds to be made available to the Borrower in accordance with the applicable provisions of such paymentthis Agreement.

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of (i) The Borrower hereby agrees to reimburse (or cause any LC Obligor for whose account a Letter of Credit of any demand for was issued to reimburse) each LC Issuer, by making payment under directly to such Letter of Credit, LC Issuer in immediately available funds at the Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result payment office of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; providedLC Issuer, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in for any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement Unpaid Drawing with respect to any Letter of Credit denominated by 2:00 P.M. (local time at the Notice Office) within one Business Day after the payment or disbursement under such Letter of Credit (and the applicable LC Issuer shall give notice to the Borrower (or such other LC Obligor) of such payment or disbursement as soon as practicable, but in any event no later than 2:00 P.M. (local time at the Notice Office) on the Business Day of such payment or disbursement), such payment to be made in Dollars or in the applicable Designated Foreign Currency in which such Letter of Credit is denominated, with interest on the amount so paid or disbursed by such LC Issuer, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.09(a)(i) that are Base Rate Loans or, if not reimbursed within the time required pursuant to the foregoing, at the Default Rate, any such interest also to be payable on demand. If by 2:00 P.M. on the Business Day immediately following such payment or disbursement in respect of an Alternative CurrencyUnpaid Drawing, the Borrower shall reimburse or the Agent in other relevant LC Obligor has not made such Alternative Currencyreimbursement out of its available cash on hand or, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt case of the notice of drawing that Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the Borrower), (x) the Borrower will reimburse the Agent in Dollars. In the each case be deemed to have given a Notice of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated Borrowing for Revolving Loans that are Base Rate Loans in an Alternative Currency, the Agent shall notify the Borrower of the aggregate Dollar Equivalent of principal amount sufficient to reimburse such Unpaid Drawing (and the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Administrative Agent shall promptly pay give notice to each the Revolving Credit Lender that has acquired a participation therein Lenders of such deemed Notice of Borrowing), (y) the Revolving Lenders shall, in accordance with and subject to Section 2.05(g)(iii) and unless they are legally prohibited from doing so, make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and (z) the second sentence proceeds of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment PercentageLoans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, as applicable, with any excess proceeds to be made available to the Borrower in accordance with the applicable provisions of such paymentthis Agreement.

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of (i) The Borrower hereby agrees to reimburse (or cause any LC Obligor for whose account a Letter of Credit of any demand for was issued to reimburse) each LC Issuer, by making payment under directly to such Letter of Credit, LC Issuer in immediately available funds at the Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result payment office of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; providedLC Issuer, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in for any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement Unreimbursed Drawing with respect to any Letter of Credit denominated immediately after, and in an Alternative Currencyany event, if notice is given to the Borrower by 11:00 A.M., on the date on which, or if notice is given after 11:00 A.M., on the next succeeding Business Day, such LC Issuer notifies the Borrower (or any such other LC Obligor for whose account such Letter of Credit was issued) of such payment or disbursement (which notice to the Borrower (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars or in the applicable Designated Foreign Currency in which such Letter of Credit is denominated, with interest on the amount so paid or disbursed by such LC Issuer. If the Borrower fails to so reimburse the L/C Issuer by such date, the Borrower shall reimburse the Agent in such Alternative Currency, unless (A) such Agent (at its option) shall will be deemed to have specified in such notice given a Notice of Borrowing for Revolving Loans that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt of the notice of drawing that the Borrower will reimburse the Agent in Dollars. In the case of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated are Base Rate Loans in an Alternative Currency, the Agent shall notify the Borrower of the aggregate Dollar Equivalent of principal amount sufficient to reimburse such Unreimbursed Drawing (and the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Revolver Administrative Agent shall promptly pay give notice to each the Revolving Credit Lender that has acquired a participation therein Lenders of such deemed Notice of Borrowing), the Revolving Lenders shall, unless they are legally prohibited from doing so, make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and the second sentence proceeds of Section 2.2(i) such Revolving Credit Lender’s Dollar Loans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unreimbursed Drawing, with any excess proceeds to be made available to the Borrower in accordance with the applicable provisions of this Agreement. To the extent such Unreimbursed Drawing is not reimbursed prior to 1:00 P.M. (local time at the payment office of the applicable LC Issuer) on the date required, interest on such Unreimbursed Drawing shall accrue, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Commitment Percentage or Alternative Currency Revolving Commitment PercentageLoans pursuant to Section 2.09(a)(i) that are Base Rate Loans or, as applicable, if not reimbursed on the date of such paymentpayment or disbursement because the Aggregate Credit Facility Exposure exceeds the Revolving Commitment, then at the Default Rate, any such interest also to be payable on demand.

Reimbursement Obligations. Upon receipt (i) The L/C Issuer shall give prompt notice to Agent of each payment under an L/C by the Agent from L/C Issuer for drafts drawn or any other amount paid or disbursed under an L/C. Borrower shall be obligated to reimburse Agent, for the beneficiary account of a Letter the L/C Issuer, in immediately available funds at the address set forth below the L/C Issuer’s signature to this Agreement, on the day of Credit each payment under an L/C issued by the L/C Issuer for drafts drawn and any other amounts paid or disbursed under such L/C (all such amounts so drawn, paid or disbursed until reimbursed are hereinafter referred to as “Unreimbursed Drawings”); provided that if any such Unreimbursed Drawings are not so reimbursed on the date of any demand for payment under drafts drawn, Borrower’s reimbursement obligation in respect of such Letter Unreimbursed Drawings shall be funded on such date (or on the next succeeding Banking Day, if applicable, as described in the last sentence of Credit, this clause (c)(i)) with the borrowing of Base Rate Loans (each such borrowing a “Mandatory L/C Borrowing”) in the full amount of the Unreimbursed Drawings from all Banks based on each Bank’s pro rata share of the Aggregate Commitments. Agent shall promptly notify the Borrower L/C Issuer of the amount to be paid by the Agent as a result of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; provided, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement with respect to any Letter of Credit denominated in an Alternative Currency, the Borrower shall reimburse the Agent in such Alternative Currency, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt of the notice of drawing that the Borrower will reimburse the Agent in Dollars. In the case of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated in an Alternative Currency, the Unreimbursed Drawings and Agent shall promptly notify the Borrower of the Dollar Equivalent Banks of the amount of the LC Disbursement promptly following related Mandatory L/C Borrowing not later than 2:00 p.m. (New York City time) on the determination thereofdate on which such Mandatory L/C Borrowing is to be made. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Agent shall promptly pay Each Bank hereby irrevocably agrees to make Loans pursuant to each Revolving Credit Lender Mandatory L/C Borrowing in the amount, and not later than 5:00 p.m. (New York City time) on the date, and in the manner specified in the preceding sentence, notwithstanding (A) that has acquired the amount of the Mandatory L/C Borrowing may not comply with the minimum amount for borrowings otherwise required hereunder, (B) whether any conditions specified in Article III are then satisfied, (C) whether a participation therein under Default or an Event of Default then exists, (D) the second sentence of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment Percentage, as applicable, date of such paymentMandatory L/C Borrowing and (E) any reduction in the Aggregate Commitments after any such L/C was issued. If Agent delivers the above-described notice to any Bank later than 2:00 p.m. (New York City time) on the date of the required Mandatory L/C Borrowing, then such Bank shall not be obligated to effect such Mandatory L/C Borrowing until the next succeeding Banking Day (but not later than 5:00 p.m. (New York City time)), and interest on the amount of the related Unreimbursed Drawing, at the rate of interest then applicable to Base Rate Loans, shall accrue and be payable by Borrower (for the account of the L/C Issuer to the extent that such Unreimbursed Drawing has not been reimbursed in full) on the date on which interest on Base Rate Loans next becomes due and payable.

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of a Letter of Credit of any demand for payment under such Letter of Credit, the Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; provided, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower Company hereby unconditionally and irrevocably agrees to pay and reimburse the Agent each Issuing Lender for the amount each payment or disbursement made by such Issuing Lender under any Letter of each Credit issued by such Issuing Lender honoring any demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentmentin each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that such Issuing Lender is reimbursed by the Company for such amount, payable on demand, protest at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third (3rd) Business Day after receipt of notice from such Issuing Lender of such payment or other formalities of disbursement, 2%. The applicable Issuing Lender shall notify the Company and Administrative Agent whenever any kind (other than notice as provided in this subsection). In the case of an LC Disbursement with respect to demand for payment is made under any Letter of Credit denominated issued by such Issuing Lender by the beneficiary thereunder; provided that the failure of such Issuing Lender to so notify the Company or Administrative Agent shall not affect the rights of such Issuing Lender or the Lenders in an Alternative Currencyany manner whatsoever. The Company’s reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, the Borrower shall reimburse the Agent in such Alternative Currency, unless including (Ai) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, any lack of validity or (B) in the absence enforceability of any such requirement for reimbursement in DollarsLetter of Credit, this Agreement or any other Loan Document, (ii) the Borrower shall have notified the Agent promptly following receipt of the notice of drawing that the Borrower will reimburse the Agent in Dollars. In the case existence of any such reimbursement claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in Dollars of an LC Disbursement under a Letter of Credit, any transferee of any Letter of Credit denominated (or any Person for whom any such transferee may be acting), Administrative Agent, an Issuing Lender, any Lender or any other Person, whether in an Alternative Currencyconnection with any Letter of Credit, this Agreement, any other Loan Document, the Agent shall notify transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the Borrower beneficiary named in any Letter of Credit), (iii) the validity, sufficiency or genuineness of any document which an Issuing Lender has determined complies on its face with the terms of the Dollar Equivalent applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, (iv) the surrender or impairment of any security for the performance or observance of any of the amount terms hereof or (v) any other event or circumstance whatsoever, whether or not similar to any of the LC Disbursement promptly following foregoing, that might, but for the determination thereofprovisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Company’s obligations hereunder. Upon receipt Without limiting the foregoing, no action or omission whatsoever by Administrative Agent or any Lender (excluding any Lender in its capacity as an Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of Administrative Agent or any Lender to the Agent Company, or relieve the Company of any payment in respect of its obligations hereunder to any Reimbursement Obligation, the Agent shall promptly pay to each Revolving Credit Lender that has acquired a participation therein under the second sentence of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment Percentage, as applicable, of such paymentPerson.

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of a Letter of Credit of any demand for payment under such Letter of Credit, the Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; provided, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement with respect to any a Letter of Credit denominated in an Alternative Currency, the Borrower Company shall reimburse the Agent applicable Issuing Lender in such Alternative Currency, unless (A) such Agent Issuing Lender (at its option) shall have specified in notified the Company (either generally or with respect to a particular Letter of Credit) that such notice that it Issuing Lender will require reimbursement in Dollars, Dollars or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower Company shall have notified the Agent such Issuing Lender promptly following receipt of the notice of drawing that the Borrower Company will reimburse the Agent such Issuing Lender in Dollars. In the case of any such reimbursement in Dollars of an LC Disbursement a drawing under a Letter of Credit denominated in an Alternative Currency, the Agent applicable Issuing Lender shall notify the Borrower Company of the Dollar Equivalent of the amount of the LC Disbursement drawing promptly following the determination thereof. Upon receipt by Not later than (i) 11:00 a.m. on the Agent date of any payment by an Issuing Lender under a Letter of Credit to be reimbursed in respect Dollars or (ii) the Applicable Time on the date of any Reimbursement Obligationpayment by an Issuing Lender under a Letter of Credit to be reimbursed in an Alternative Currency (each such date, an “Honor Date”), or (in each case) not later than the time specified above on the Business Day immediately following the Honor Date if the Company does not receive notice of the applicable payment by 10:00 a.m. on the Honor Date (in which case the Company shall pay interest on the amount of the applicable payment for the period from the Honor Date to the date such payment is due at a rate per annum equal to (x) in the case of a payment in Dollars, the rate applicable to Base Rate Loans, and (y) in any other case, the rate reasonably determined by the applicable Issuing Lender to be its cost of funds in the applicable currency for such period plus the Eurocurrency Margin), the Company shall reimburse such Issuing Lender through the Administrative Agent for each payment or disbursement made by such Issuing Lender under any Letter of Credit issued for the account of the Parent, the Company or any Subsidiary of the Company honoring any demand for payment made by the beneficiary thereunder. If the Company fails to reimburse the applicable Issuing Lender by the date and time specified in the preceding sentence, the Administrative Agent shall promptly pay to notify each Revolving Credit Lender that has acquired a participation therein under of the second sentence Dollar Equivalent amount of Section 2.2(ithe unreimbursed drawing (the “Unreimbursed Amount”) and the amount of such Revolving Credit Lender’s Dollar Percentage thereof. In such event, the Company shall be deemed to have requested a borrowing of Revolving Loans to be disbursed on such date in an amount equal to such Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.2 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Commitment Percentage Amount and the conditions set forth in Section 11.2.1. Any Unreimbursed Amount not reimbursed on the date required above shall bear interest from the date such Unreimbursed Amount was due to the date such amount is paid (by the making of Base Rate Loans or Alternative Currency Revolving Commitment Percentageotherwise) at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin plus, as applicable, beginning on the third Business Day after receipt of notice from such Issuing Lender of such paymentpayment or disbursement, 2%. The applicable Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of such Issuing Lender to so notify the Company shall not affect the rights of such Issuing Lender or the Lenders in any manner whatsoever.

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of a Letter of Credit of If any demand for payment under such Letter of Credit, the Agent Issuing Lender shall promptly notify the Borrower of the amount to be paid by the Agent as a result of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; provided, however, the Agent’s failure to give, or delay in givingmake any LC Disbursement, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement with respect to any Letter of Credit denominated in an Alternative Currency, the Borrower shall reimburse the Agent in such Alternative Currency, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt of the notice of drawing that the Borrower will reimburse the Agent in Dollars. In the case of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated in an Alternative Currency, the Agent Issuing Lender shall notify the Borrower of such LC Disbursement, and the Borrower shall reimburse such Issuing Lender in an amount equal to such LC Disbursement by paying such Issuing Lender in Dollars an amount equal to such LC Disbursement (or the Dollar Equivalent thereof, as applicable): (i) not later than 12:00 noon (San Francisco time) on the date that such LC Disbursement is made by such Issuing Lender or (ii), if the Borrower shall have received notice of such LC Disbursement later than 12:00 noon (San Francisco time) on any Business Day or on a day that is not a Business Day, not later than 12:00 noon (San Francisco time) on the immediately following Business Day. If the Borrower fails to make such payment under this paragraph at the time specified in the preceding sentence, the applicable Issuing Lender shall notify each Lender and the Administrative Agent of the applicable LC Disbursement, the payment in Dollars then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. The amounts set forth in such notice shall be conclusive absent manifest error. Upon the receipt of such notice, (x) the Borrower shall be deemed to have submitted, as of the date that such LC Disbursement is made, a Notice of Revolving Borrowing (and shall be deemed to have made certifications, representations and warranties set forth therein) for a Revolving Advance consisting of a Base Rate Revolving Advance in the amount of the such LC Disbursement promptly (or the Dollar Equivalent thereof, as applicable), (y) if all terms and conditions set forth herein for making a Revolving Advance (other than the receipt of a Notice of Revolving Borrowing) shall have been satisfied, such Revolving Advance shall be made as provided in Sections 2.01 and 2.02 except that the amount of such Revolving Advance shall be disbursed to the applicable Issuing Lender and (z) such Revolving Advance shall be subject to and governed by the terms and conditions hereof. In the event a Revolving Advance is not made as provided in the immediately preceding sentence for any reason (including as a result of any failure to fulfill the applicable conditions set forth in Section 2.02 or Article III) or any Revolving Advance made pursuant to the immediately preceding sentence is insufficient to reimburse the applicable Issuing Lender for such LC Disbursement in full, each Lender shall forthwith pay to the applicable Issuing Lender in Dollars its Applicable Percentage of the unreimbursed LC Disbursement. If any amount required to be paid by any Lender in respect of an unreimbursed LC Disbursement pursuant to this Section 2.09 is not made available to the applicable Issuing Lender by such Lender on the date such payment is due (the “due date”), the applicable Issuing Lender shall be entitled to recover from such Lender, on demand, such amount with interest thereon calculated from the due date at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Promptly following the determination thereof. Upon receipt by the Agent applicable Issuing Lender of any payment from the Borrower pursuant to this Section 2.09, to the extent that Lenders have made payments pursuant to this Section 2.09 to reimburse such Issuing Lender, then such Issuing Lender shall distribute such payment received from the Borrower to such Lenders as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse any Issuing Lender for any LC Disbursement shall not relieve the Borrower of its obligation to reimburse such LC Disbursement. Each Lender acknowledges and agrees that its obligations under this Section 2.09 shall survive the payment by the Borrower of all LC Disbursements and any termination of this Agreement. Without limiting the foregoing, in respect the event that any reimbursement of an LC Disbursement by the Borrower to any Reimbursement ObligationIssuing Lender is required to be repaid to the Borrower (pursuant to a proceeding in bankruptcy or otherwise), then the applicable Issuing Lender shall continue to be entitled to recover from each Lender, on demand, the Agent shall promptly pay to each Revolving Credit Lender that has acquired a participation therein under the second sentence of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment Percentage, as applicable, portion of such paymentrepaid amount as shall be determined in accordance with this Section 2.09.

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of a Letter of Credit of any demand for payment under such Letter of Credit, the Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; provided, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement with respect to any Letter of Credit denominated in an Alternative Currency, the Each Borrower shall reimburse the Agent for all Extraordinary Expenses incurred by the Agent in reference to such Alternative CurrencyBorrower or its related Loan Party Group Obligations or Collateral of its related Loan Party Group. In addition to such Extraordinary Expenses, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt of the notice of drawing that the Borrower will also reimburse the Agent for all legal, accounting, appraisal, consulting, and other documented fees, costs and expenses, without duplication, incurred by it in Dollarsconnection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral for its Obligations, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of the Agent’s Liens on any such Collateral, to maintain any insurance required hereunder or to verify such Collateral; and (c) each inspection, audit or appraisal with respect to any Loan Party within such Borrower’s related Loan Party Group or Collateral securing such Loan Party Group’s Obligations, whether prepared by the Agent’s personnel or a third party. All reasonable legal, accounting and consulting fees and expenses incurred by Agent Professionals in reference to a Borrower’s related Loan Party Group or its related Loan Party Group Obligations or Collateral of such Borrower’s related Loan Party Group shall be charged to such Borrower at the actual rate charged by such Agent Professionals. The Borrowers acknowledge that counsel may provide the Agent with a benefit, such as a discount, credit or other accommodation, based on counsel’s overall relationship with the Agent, including fees paid hereunder. In addition to the case Extraordinary Expenses of any such reimbursement in Dollars the Agent, after the occurrence and during the continuance of an LC Disbursement under a Letter Event of Credit denominated Default, each Borrower shall reimburse the Lenders for any reasonable out-of-pocket expenses incurred by such Lenders in an Alternative Currencyreference to such Borrower or its related Loan Party Group Obligations or Collateral of its related Loan Party Group, the Agent provided that such Lenders shall notify the Borrower of the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Agent shall promptly pay be entitled to each Revolving Credit Lender that has acquired a participation therein under the second sentence of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment Percentage, as applicable, of such payment.reimbursement for no 83

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of (i) The Borrower hereby agrees to reimburse (or cause any LC Obligor for whose account a Letter of Credit of any demand for was issued to reimburse) each LC Issuer, by making payment under directly to such Letter of Credit, LC Issuer in immediately available funds at the Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result payment office of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; providedLC Issuer, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in for any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement Unpaid Drawing with respect to any Letter of Credit denominated within one Business Day after such LC Issuer notifies the Borrower (or any such other LC Obligor for whose account such Letter of Credit was issued) of such payment or disbursement (which notice to the Borrower (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in U.S. Dollars, with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (Local Time at the payment office of the applicable LC Issuer) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.11(a) that are Term SOFR Loans or, if not reimbursed within one Business Day after such notice, at the Default Rate, any such interest also to be payable on demand. If by 12:00 noon Local Time on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Alternative CurrencyUnpaid Drawing, the Borrower shall reimburse has not made such reimbursement out of their available cash on hand or a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the Agent in such Alternative CurrencyBorrower), unless (Ax) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt of the notice of drawing that the Borrower will reimburse the Agent in Dollars. In the case be deemed to have given a Notice of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated Borrowing for Revolving Loans that are Base Rate Loans in an Alternative Currency, aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Agent shall notify the Borrower of the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Administrative Agent shall promptly pay give notice to each the Lenders of such deemed Notice of Borrowing, and such deemed Notice of Borrowing is not required to comply with the requirements specified in Section 2.08), (y) the Lenders shall make the Revolving Credit Lender that has acquired a participation therein Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and (z) the second sentence proceeds of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment PercentageLoans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, as applicable, with any excess proceeds to be made available to the applicable Borrower in accordance with the applicable provisions of such paymentthis Agreement.

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of a Letter of Credit of If any demand for payment under Issuing Lender shall make any LC Disbursement, such Letter of Credit, the Agent Issuing Lender shall promptly notify the Borrower Company and the Administrative Agent of such LC Disbursement, and the Company shall reimburse such Issuing Lender through the Administrative Agent in an amount equal to such LC Disbursement by paying such Issuing Lender through the Administrative Agent in Dollars an amount equal to such LC Disbursement (or the Dollar Equivalent thereof, as applicable): (i) not later than 2:00 p.m. (New York City time) on the Business Day immediately following the date that such Issuing Lender notifies the Company that such LC Disbursement is made by such Issuing Lender or (ii), if the Company shall have received notice of such LC Disbursement later than 2:00 p.m. (New York City time) on any Business Day or on a day that is not a Business Day, not later than 2:00 p.m. (New York City time) on the immediately following Business Day. If the Company fails to make such payment under this paragraph at the time specified in the preceding sentence, the applicable Issuing Lender shall notify each Lender and the Administrative Agent of the applicable LC Disbursement, the payment in Dollars then due from the Company in respect thereof and such Lender’s Applicable Percentage thereof. The amounts set forth in such notice shall be conclusive absent manifest error. Upon the receipt of such notice, (x) the Company shall be deemed to have submitted, as of the date that such LC Disbursement is made, a Notice of Revolving Borrowing (and shall be deemed to have made certifications, representations and warranties set forth therein) for a Revolving Advance consisting of a Base Rate Revolving Advance in the amount of such LC Disbursement (or the Dollar Equivalent thereof, as applicable), (y) if all terms and conditions set forth herein for making a Revolving Advance (other than the receipt of a Notice of Revolving Borrowing) shall have been satisfied, such Revolving Advance shall be made as provided in Sections 2.01 and 2.02 except that the amount of such Revolving Advance shall be disbursed to the applicable Issuing Lender and (z) such Revolving Advance shall be subject to and governed by the terms and conditions hereof. In the event a Revolving Advance is not made as provided in the immediately preceding sentence for any reason (including as a result of any failure to fulfill the applicable conditions set forth in Section 2.02 or Article III) or any Revolving Advance made pursuant to the immediately preceding sentence is insufficient to reimburse the applicable Issuing Lender for such LC Disbursement in full, each Lender shall forthwith pay to the applicable Issuing Lender through the Administrative Agent in Dollars its Applicable Percentage of the unreimbursed LC Disbursement. If any amount required to be paid by any Lender in respect of an unreimbursed LC Disbursement pursuant to this Section 2.09 is not made available to the Agent as a result of applicable Issuing Lender by such demand Lender on the date such payment is due (the “Reimbursement Obligationsdue date”) ), the applicable Issuing Lender shall be entitled to recover from such Lender, on demand, such amount with interest thereon calculated from the due date at the greater of the Federal Funds Rate and a rate determined by the date Administrative Agent in accordance with banking industry rules on which interbank compensation. Promptly following receipt by the Administrative Agent of any payment is from the Company pursuant to be this Section 2.09, to the extent that Lenders have made payments pursuant to this Section 2.09 to reimburse such Issuing Lender, then the Administrative Agent shall distribute such payment received from the Company to such Lenders as their interests may appear. Any payment made by the Agent a Lender pursuant to such beneficiary in respect of such demand; provided, however, the Agent’s failure this paragraph to give, or delay in giving, such notice reimburse any Issuing Lender for any LC Disbursement shall not discharge relieve the Borrower in any respect from Company of its obligation to reimburse such LC Disbursement. Each Lender acknowledges and agrees that its obligations under this Section 2.09 shall survive the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to Company of all LC Disbursements and any termination of this Agreement. Without limiting the beneficiary thereunderforegoing, without presentment, demand, protest or other formalities of in the event that any kind (other than notice as provided in this subsection). In the case reimbursement of an LC Disbursement with respect by the Company to any Letter of Credit denominated Issuing Lender is required to be repaid to the Company (pursuant to a proceeding in an Alternative Currencybankruptcy or otherwise), then the applicable Issuing Lender shall continue to be entitled to recover from each Lender, on demand, the Borrower shall reimburse the Agent in such Alternative Currency, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt of the notice of drawing that the Borrower will reimburse the Agent in Dollars. In the case of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated in an Alternative Currency, the Agent shall notify the Borrower of the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Agent shall promptly pay to each Revolving Credit Lender that has acquired a participation therein under the second sentence of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment Percentage, as applicable, portion of such paymentrepaid amount as shall be determined in accordance with this Section 2.09.

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of a Letter of Credit of any demand for payment under such Letter of Credit, the Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; provided, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement with respect to any Letter of Credit denominated in an Alternative Currency, the Each Borrower shall reimburse the Agent for all Extraordinary Expenses incurred by the Agent in reference to such Alternative CurrencyBorrower or its related Loan Party Group Obligations or Collateral of its related Loan Party Group. In addition to such Extraordinary Expenses, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt of the notice of drawing that the Borrower will also reimburse the Agent for all legal, accounting, appraisal, consulting, and other documented fees, costs and expenses, without duplication, incurred by it in Dollarsconnection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral for its Obligations, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of the Agent’s Liens on any such Collateral, to maintain any insurance required hereunder or to verify such Collateral; and (c) each inspection, audit or appraisal with respect to any Loan Party within such Borrower’s related Loan Party Group or Collateral securing such Loan Party Group’s Obligations, whether prepared by the Agent’s personnel or a third party. All reasonable legal, accounting and consulting fees and expenses incurred by Agent Professionals in reference to a Borrower’s related Loan Party Group or its related Loan Party Group Obligations or Collateral of such Borrower’s related Loan Party Group shall be charged to such Borrower at the actual rate charged by such Agent Professionals. The Borrowers acknowledge that counsel may provide the Agent with a benefit, such as a discount, credit or other accommodation, based on counsel’s overall relationship with the Agent, including fees paid hereunder. In addition to the case Extraordinary Expenses of any such reimbursement in Dollars the Agent, after the occurrence and during the continuance of an LC Disbursement under Event of Default, each Borrower shall reimburse the Lenders for any reasonable out-of-pocket expenses incurred by such Lenders in reference to such Borrower or its related Loan Party Group Obligations or Collateral of its related Loan Party Group, provided that such Lenders shall be entitled to reimbursement for no more than one counsel representing all such Lenders. If, for any reason (including inaccurate reporting on financial statements or a Letter of Credit denominated in an Alternative CurrencyCompliance Certificate), it is determined that a higher Applicable Margin should have applied to a period than was actually applied, then the Agent proper margin shall notify be applied retroactively and the Borrower Borrowers shall pay to the Agent, for the Pro Rata benefit of the Dollar Equivalent of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the LC Disbursement promptly following proper margin and the determination thereofamount actually paid. Upon receipt All amounts payable by the Agent of any payment Borrowers under this Section 3.4 shall be due and payable in respect of any Reimbursement Obligation, the Agent shall promptly pay to each Revolving Credit Lender that has acquired a participation therein under the second sentence of accordance with Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment Percentage, as applicable, of such payment3.3.

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of (i) The Borrower hereby agrees to reimburse (or cause any LC Obligor for whose account a Letter of Credit of any demand for was issued to reimburse) each LC Issuer, by making payment under directly to such Letter of Credit, LC Issuer in immediately available funds at the Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result payment office of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; providedLC Issuer, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in for any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement Unpaid Drawing with respect to any Letter of Credit denominated by 2:00 P.M. (local time at the Notice Office) within one Business Day after the payment or disbursement under such Letter of Credit (and the applicable LC Issuer shall give notice to the Borrower (or such other LC Obligor) of such payment or disbursement as soon as practicable, but in any event no later than 2:00 P.M. (local time at the Notice Office) on the Business Day of such payment or disbursement), such payment to be made in Dollars or in the applicable Designated Foreign Currency in which such Letter of Credit is denominated, with interest on the amount so paid or disbursed by such LC Issuer, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.8(a)(i) that are Base Rate Loans or, if not reimbursed within the time required pursuant to the foregoing. at the Default Rate, any such interest also to be payable on demand. If by 2:00 P.M. on the Business Day immediately following such payment or disbursement in respect of an Alternative CurrencyUnpaid Drawing, the Borrower shall reimburse or the Agent in other relevant LC Obligor has not made such Alternative Currencyreimbursement out of its available cash on hand or, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt case of the notice of drawing that Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the Borrower), (x) the Borrower will reimburse the Agent in Dollars. In the each case be deemed to have given a Notice of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated Borrowing for Revolving Loans that are Base Rate Loans in an Alternative Currency, aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Agent shall notify the Borrower of the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Administrative Agent shall promptly pay give notice to each the Revolving Credit Lender that has acquired a participation therein Lenders of such deemed Notice of Borrowing), (y) the Revolving Lenders shall, in accordance with and subject to Section 2.4(g)(iii) and unless they are legally prohibited from doing so, make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.2), and (z) the second sentence proceeds of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment PercentageLoans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, as applicable, with any excess proceeds to be made available to the Borrower in accordance with the applicable provisions of such paymentthis Agreement.

Reimbursement Obligations. Upon receipt by the Agent Issuing Lender from the beneficiary of a Letter of Credit of any demand for payment under such Letter of CreditCredit (but subject to the terms of Section 2.4(l)), the Agent Issuing Lender shall promptly notify the Borrower Borrowers and the Agent of the amount to be paid by the Agent Issuing Lender as a result of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent Issuing Lender to such beneficiary in respect of such demand; provided, however, the Agent’s Issuing Lender's failure to give, or delay in giving, such notice shall not discharge the Borrower Borrowers in any respect from the applicable Reimbursement Obligation. The Borrower Borrowers hereby unconditionally and irrevocably agrees agree to pay and reimburse the Agent for the account of the Issuing Lender for the amount of each demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent Issuing Lender to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement with respect to any Letter of Credit denominated in an Alternative Currency, the Borrower shall reimburse the Agent in such Alternative Currency, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt of the notice of drawing that the Borrower will reimburse the Agent in Dollars. In the case of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated in an Alternative Currency, the Agent shall notify the Borrower of the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereofkind. Upon receipt by the Agent Issuing Lender of any payment in respect of any Reimbursement Obligation, the Agent Issuing Lender shall promptly pay to each Revolving Credit Lender that has acquired and funded a participation therein under the second sentence of Section 2.2(i2.4(i) such Revolving Credit Lender’s Dollar Revolving 's Commitment Percentage or Alternative Currency Revolving Commitment Percentage, as applicable, of such payment.; provided, however, that in the event that such payment received by the Issuing Lender is required to be returned, such Lender will return to the Issuing Lender any portion thereof previously distributed by the Issuing Lender to it. (e)

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of (i) The Borrower hereby agrees to reimburse (or cause any LC Obligor for whose account a Letter of Credit of any demand for was issued to reimburse) each LC Issuer, by making payment under directly to such Letter of Credit, LC Issuer in immediately available funds at the Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result payment office of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; providedLC Issuer, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in for any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement Unpaid Drawing with respect to any Letter of Credit denominated promptly after, and in any event on the date on which, such LC Issuer notifies the Borrower (or any such other LC Obligor for whose account such Letter of Credit was issued) of such payment or disbursement (which notice to the Borrower (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars in which such Letter of Credit is denominated, with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office of the applicable LC Issuer) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.09(a) that are Base Rate Loans or, if not reimbursed on the date of such payment or disbursement, at the Default Rate, any such interest also to be payable on demand. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Alternative CurrencyUnpaid Drawing, the Borrower shall reimburse or the Agent in relevant LC Obligor has not made such Alternative Currencyreimbursement out of its available cash on hand or, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt case of the notice of drawing that Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the Borrower), (x) the Borrower will reimburse the Agent in Dollars. In the each case be deemed to have given a Notice of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated Borrowing for Revolving Loans that are Base Rate Loans in an Alternative Currency, aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Agent shall notify the Borrower of the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Administrative Agent shall promptly pay give notice to each the Lenders of such deemed Notice of Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Credit Lender that has acquired a participation therein Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and (z) the second sentence proceeds of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment PercentageLoans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, as applicable, with any excess proceeds to be made available to the Borrower in accordance with the applicable provisions of such paymentthis Agreement.

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of Whenever a Letter of Credit is drawn, Borrower shall immediately reimburse the LC Issuer for the amount drawn. In the event that the amount drawn is not reimbursed by Borrower within one Business Day of any demand for payment under the drawing of such Letter of Credit, Borrower shall be deemed to have requested a Revolving Loan in the Agent amount drawn. The LC Issuer shall promptly notify deliver written notice of such drawing to Borrower, Agent and the Borrower Lenders. Each Lender agrees to make a Revolving Loan on the date of such notice, subject to no conditions precedent whatsoever. Such Revolving Loan shall be evidenced by the Revolving Credit Notes. Each Lender acknowledges and agrees that its obligation to make a Revolving Loan pursuant to Section 2.02(a) when required by this Section 2.02(c) is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that its payment to Agent, for the account of the amount to be paid by LC Issuer, of the Agent as a result proceeds of such demand (the “Reimbursement Obligations”) and the date on which payment is to Revolving Loan shall be made by the without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not such Lender’s Revolving Credit Commitment shall have been reduced or terminated. Borrower irrevocably authorizes and instructs Agent to such beneficiary apply the proceeds of any borrowing pursuant to this paragraph to reimburse, in respect of such demand; provided, howeverfull, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent LC Issuer for the amount of each demand for payment under drawn on such Letter of Credit on or prior and the LC Issuer shall apply such proceeds to the date on which payment is repay in full such amount. Each such Revolving Loan shall be deemed to be made a Base Rate Loan unless otherwise requested by the Agent and available to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection)Borrower hereunder. In the case of an LC Disbursement with respect Each Lender is hereby authorized to any Letter of record on its records relating to its Revolving Credit denominated in an Alternative Currency, the Borrower shall reimburse the Agent in Note such Alternative Currency, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt Lender’s pro rata share of the notice amounts paid and not reimbursed on the Letters of drawing that the Borrower will reimburse the Agent in Dollars. In the case of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated in an Alternative Currency, the Agent shall notify the Borrower of the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Agent shall promptly pay to each Revolving Credit Lender that has acquired a participation therein under the second sentence of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment Percentage, as applicable, of such paymentCredit.

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary (a) The Borrower hereby agrees to reimburse (or cause any Letter of Credit Obligor for whose account a Letter of Credit of any demand for payment under such was issued (or deemed issued) to reimburse) each Letter of CreditCredit Issuer, the Agent shall promptly notify the Borrower of the amount by making payment directly to be paid by the Agent as a result of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; provided, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior to Issuer in immediately available funds at the date on which payment is to be made by the Agent to the beneficiary thereunderoffice of such Letter of Credit Issuer, without presentment, demand, protest or other formalities of for any kind (other than notice as provided in this subsection). In the case of an LC Disbursement Unpaid Drawing with respect to any Letter of Credit denominated immediately after, and in any event on the date on which, such Letter of Credit Issuer notifies the Borrower (or any such other Letter of Credit Obligor for whose account such Letter of Credit was issued (or deemed issued)) of such payment or disbursement (which notice to the Borrower (or such other Letter of Credit Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars, with interest on the amount so paid or disbursed by such Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office of the applicable Letter of Credit Issuer) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such Letter of Credit Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.8(a)(i) that are Base Rate Loans or, if not reimbursed on the date of such payment or disbursement, at the Default Rate, any such interest also to be payable on demand. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Alternative CurrencyUnpaid Drawing, the Borrower shall reimburse or the Agent in relevant Letter of Credit Obligor has not made such Alternative Currencyreimbursement out of its available cash on hand or, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt case of the notice of drawing that Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the Borrower), (x) the Borrower will in each case be deemed to have given a Notice of Borrowing for Revolving Loans that are Base Rate Loans in an aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Administrative Agent in Dollars. In shall promptly give notice to the case Lenders of any such reimbursement in Dollars deemed Notice of an LC Disbursement Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under a Section 2.2), and (z) the proceeds of such Revolving Loans shall be disbursed directly to the applicable Letter of Credit denominated in an Alternative CurrencyIssuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, the Agent shall notify with any excess proceeds to be made available to the Borrower in accordance with the applicable provisions of the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Agent shall promptly pay to each Revolving Credit Lender that has acquired a participation therein under the second sentence of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment Percentage, as applicable, of such paymentthis Agreement.

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of a Letter of Credit of If any demand for payment under Issuing Lender shall make any LC Disbursement, such Letter of Credit, the Agent Issuing Lender shall promptly notify the Borrower and the Administrative Agent of such LC Disbursement, and the Borrower shall reimburse such Issuing Lender through the Administrative Agent in an amount equal to such LC Disbursement by paying such Issuing Lender through the Administrative Agent in Dollars an amount equal to such LC Disbursement (or the Dollar Equivalent thereof, as applicable): (i) not later than 2:00 p.m. (New York City time) on the Business Day immediately following the date that such Issuing Lender notifies the Borrower that such LC Disbursement is made by such Issuing Lender or (ii), if the Borrower shall have received notice of such LC Disbursement later than 2:00 p.m. (New York City time) on any Business Day or on a day that is not a Business Day, not later than 2:00 p.m. (New York City time) on the immediately following Business Day. If the Borrower fails to make such payment under this paragraph at the time specified in the preceding sentence, the applicable Issuing Lender shall notify each Lender and the Administrative Agent of the applicable LC Disbursement, the payment in Dollars then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. The amounts set forth in such notice shall be conclusive absent manifest error. Upon the receipt of such notice, (x) the Borrower shall be deemed to have submitted, as of the date that such LC Disbursement is made, a Notice of Revolving Borrowing (and shall be deemed to have made certifications, representations and warranties set forth therein) for a Revolving Advance consisting of a Base Rate Revolving Advance in the amount of such LC Disbursement (or the Dollar Equivalent thereof, as applicable), (y) if all terms and conditions set forth herein for making a Revolving Advance (other than the receipt of a Notice of Revolving Borrowing) shall have been satisfied, such Revolving Advance shall be made as provided in Sections 2.01 and 2.02 except that the amount of such Revolving Advance shall be disbursed to the applicable Issuing Lender and (z) such Revolving Advance shall be subject to and governed by the terms and conditions hereof. In the event a Revolving Advance is not made as provided in the immediately preceding sentence for any reason (including as a result of any failure to fulfill the applicable conditions set forth in Section 2.02 or Article III) or any Revolving Advance made pursuant to the immediately preceding sentence is insufficient to reimburse the applicable Issuing Lender for such LC Disbursement in full, each Lender shall forthwith pay to the applicable Issuing Lender through the Administrative Agent in Dollars its Applicable Percentage of the unreimbursed LC Disbursement. If any amount required to be paid by any Lender in respect of an unreimbursed LC Disbursement pursuant to this Section 2.09 is not made available to the Agent as a result of applicable Issuing Lender by such demand Lender on the date such payment is due (the “Reimbursement Obligationsdue date”) ), the applicable Issuing Lender shall be entitled to recover from such Lender, on demand, such amount with interest thereon calculated from the due date at the greater of the Federal Funds Rate and a rate determined by the date Administrative Agent in accordance with banking industry rules on which interbank compensation. Promptly following receipt by the Administrative Agent of any payment is from the Borrower pursuant to be this Section 2.09, to the extent that Lenders have made payments pursuant to this Section 2.09 to reimburse such Issuing Lender, then the Administrative Agent shall distribute such payment received from the Borrower to such Lenders as their interests may appear. Any payment made by the Agent a Lender pursuant to such beneficiary in respect of such demand; provided, however, the Agent’s failure this paragraph to give, or delay in giving, such notice reimburse any Issuing Lender for any LC Disbursement shall not discharge relieve the Borrower in any respect from of its obligation to reimburse such LC Disbursement. Each Lender acknowledges and agrees that its obligations under this Section 2.09 shall survive the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to Borrower of all LC Disbursements and any termination of this Agreement. Without limiting the beneficiary thereunderforegoing, without presentment, demand, protest or other formalities of in the event that any kind (other than notice as provided in this subsection). In the case reimbursement of an LC Disbursement with respect by the Borrower to any Letter of Credit denominated Issuing Lender is required to be repaid to the Borrower (pursuant to a proceeding in an Alternative Currencybankruptcy or otherwise), then the applicable Issuing Lender shall continue to be entitled to recover from each Lender, on demand, the Borrower shall reimburse the Agent in such Alternative Currency, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt of the notice of drawing that the Borrower will reimburse the Agent in Dollars. In the case of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated in an Alternative Currency, the Agent shall notify the Borrower of the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Agent shall promptly pay to each Revolving Credit Lender that has acquired a participation therein under the second sentence of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment Percentage, as applicable, portion of such paymentrepaid amount as shall be determined in accordance with this Section 2.09.

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of a Letter of Credit of any demand for payment under such Letter of Credit, the Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; provided, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower Company hereby unconditionally and irrevocably agrees to pay and reimburse the applicable Issuing Lender through the Administrative Agent for the amount each payment or disbursement made by such Issuing Lender under any Letter of each Credit honoring any demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentmentin each case by noon on the date that such payment or disbursement is made (the “Honor Date”) or, demandif the Company does not receive notice of such payment by 10:00A.M. on the Honor Date, protest or other formalities of any kind (other than notice as provided by noon on the Business Day following the Honor Date. If the Company fails to reimburse the L/C Issuer by the date and time specified in this subsection). In the case of an LC Disbursement with respect to any Letter of Credit denominated in an Alternative Currencypreceding sentence, the Borrower shall reimburse the Agent in such Alternative Currency, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt of the notice of drawing that the Borrower will reimburse the Agent in Dollars. In the case of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated in an Alternative Currency, the Administrative Agent shall promptly notify the Borrower of the Dollar Equivalent each Lender of the amount of the LC Disbursement promptly following unreimbursed drawing (the determination “Unreimbursed Amount”) and the amount of such Lender’s Percentage thereof. Upon receipt In such event, the Company shall be deemed to have requested a borrowing of Revolving Loans to be disbursed on such date in an amount equal to such Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.2 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Commitment Amount and the conditions set forth in Section 11.2.1. Any amount not reimbursed on the Honor Date shall bear interest from the Honor Date to the date that such Issuing Lender is reimbursed by the Agent Company therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus, beginning on the third Business Day after receipt of any payment in respect of any Reimbursement Obligation, notice from the Agent shall promptly pay to each Revolving Credit Issuing Lender that has acquired a participation therein under the second sentence of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment Percentage, as applicable, of such paymentpayment or disbursement, 2%. The applicable Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of such Issuing Lender to so notify the Company shall not affect the rights of such Issuing Lender or the Lenders in any manner whatsoever.

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of a Letter of Credit of any demand for payment under such Letter of Credit, the Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result of such demand (the “Reimbursement Obligations”i) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; provided, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse each LC Issuer, by making payment directly to such LC Issuer in immediately available funds at the Agent payment office of such LC Issuer, for the amount of each demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement Unpaid Drawing with respect to any Letter of Credit denominated immediately after, and in any event on the date on which, such LC Issuer notifies the Borrower of such payment or disbursement (which notice to the Borrower shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars, with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office of the applicable LC Issuer) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Loans pursuant to Section 2.09(a)(i) that are Base Rate Loans or, if not reimbursed on the date of such payment or disbursement, at the Default Rate, any such interest also to be payable on demand. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Alternative CurrencyUnpaid Drawing, the Borrower shall reimburse the Agent in has not made such Alternative Currencyreimbursement out of its available cash on hand or, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt case of the notice of drawing that Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the Borrower), (x) the Borrower will reimburse the Agent in Dollars. In the each case be deemed to have given a Notice of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated Borrowing for Loans that are Base Rate Loans in an Alternative Currency, aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Agent shall notify the Borrower of the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Administrative Agent shall promptly pay give notice to each Revolving Credit Lender that has acquired a participation therein under the second sentence of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment Percentage, as applicable, Lenders of such paymentdeemed Notice of Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Loans contemplated by such deemed Notice of Borrowing (which Loans shall be considered made under Section 2.02), and (z) the proceeds of such Loans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, with any excess proceeds to be made available to the Borrower in accordance with the applicable provisions of this Agreement.

Reimbursement Obligations. Upon receipt (a) The Borrower shall pay to the LC Issuer sufficient funds in the currency of the relevant Letter of Credit, either immediately on demand by the Agent from LC Issuer, to reimburse the beneficiary of a Letter of Credit of LC Issuer for any demand for payment under made by it pursuant to such Letter of Credit, or at the Agent shall promptly notify the Borrower option of the amount LC Issuer by prior written notice to be paid by the Agent as a result of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; providedBorrower, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior to the date on which any payment is to be made by the Agent LC Issuer pursuant to such Letter of Credit, to fund such payment by the LC Issuer. If the Borrower does not make any payment required by the preceding sentence, the LC Issuer may (but shall not be obliged to), without receipt of a Notice of Drawdown and irrespective of whether any other applicable conditions precedent specified herein have been satisfied, and without waiver of the Default constituted by the Borrower’s failure to make such required payment, make a Prime Loan where the currency of such required payment is Cdn. Dollars or a USBR Loan where the currency of such required payment is in any currency other than Cdn. Dollars, to the beneficiary thereunderBorrower in the aggregate amount of such required payment, without presentmentand shall forthwith give notice thereof to the Borrower and the Agent. For the purposes of determining the principal amount of such USBR Loan where the currency of the required payment is not U.S. Dollars, demand, protest or the required payment shall be converted into U.S. Dollars on the basis of the actual exchange rate obtained by the LC Issuer to purchase the required amount of such other formalities currency on the date of any kind (other than notice as provided the required payment. The Borrower agrees to accept each such Advance and hereby irrevocably authorizes and directs the LC Issuer to apply the proceeds thereof in this subsection). In payment of the case liability of an LC Disbursement the Borrower with respect to any Letter of Credit denominated in an Alternative Currency, the Borrower shall reimburse the Agent in such Alternative Currency, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt of the notice of drawing that the Borrower will reimburse the Agent in Dollars. In the case of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated in an Alternative Currency, the Agent shall notify the Borrower of the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Agent shall promptly pay to each Revolving Credit Lender that has acquired a participation therein under the second sentence of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment Percentage, as applicable, of such required payment.

Reimbursement Obligations. Upon receipt an Issuing Lender’s determination that documents presented by the Agent from the beneficiary of a Letter of Credit of any demand beneficiary or transferee thereof for payment under such Letter of Credit, the Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; provided, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement with respect to any Letter of Credit denominated in an Alternative Currency, the Borrower shall reimburse the Agent in such Alternative Currency, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt of the notice of drawing that the Borrower will reimburse the Agent in Dollars. In the case of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated are in compliance with the terms and conditions thereof, the applicable Issuing Lender will promptly notify the Company and the Administrative Agent that compliant documents have been received and informing them of the Honor Date. The Company shall (or, if the applicable Letter of Credit was issued jointly for the account of the Company and a Subsidiary, shall cause such Subsidiary to) reimburse the applicable Issuing Lender through the Administrative Agent prior to 11:00 a.m. (Local Time) on each date that any amount is paid by such Issuing Lender under any Letter of Credit (each such date, an “Honor Date”); provided that if the Company does not receive notice of the amount paid by the applicable Issuing Lender prior to 10:00 a.m. (Local Time) on such Honor Date, the Company shall (or shall cause the applicable Subsidiary to) reimburse such Issuing Lender, in the same currency as was paid by such Issuing Lender or, at the Company’s option, in an Alternative Currency, the Agent shall notify the Borrower of amount in Dollars equal to the Dollar Equivalent of the amount so paid by such Issuing Lender, not later than 10:00 a.m. (Local Time) on the Business Day immediately following the date on which the Company receives notice of the LC Disbursement promptly following amount so paid by such Issuing Lender (and such reimbursement shall include interest for the determination thereofperiod from the Honor Date to the date of reimbursement at the Base Rate (or such other rate as the Company and such Issuing Lender shall agree) on the Dollar Equivalent of the amount so reimbursed). Upon receipt If the Company (or if the applicable Letter of Credit was issued jointly for the account of the Company and a Subsidiary, the Company or such Subsidiary) fails to reimburse the applicable Issuing Lender for the full amount of any drawing under any Letter of Credit by the Agent time specified in the previous sentence, at the option of any payment in respect of any Reimbursement Obligationthe applicable Issuing Lender, the Administrative Agent shall will promptly pay to notify each Revolving Credit Lender thereof, and the Company shall be deemed to have requested that has acquired a participation therein under Base Rate Revolving Loans in an amount equal to the second sentence Dollar Equivalent of Section 2.2(isuch unreimbursed amount be made by Revolving Lenders on the date the Administrative Agent provides such notice (or, if such notice is provided by the Administrative Agent after 11:00 a.m. (Local Time) such Revolving Credit Lender’s Dollar on any Business Day, on the immediately following Business Day, subject to the amount of the unutilized portion of the Revolving Commitment Percentage and subject to the conditions set forth in Section 11.2). Any notice given by an Issuing Lender or Alternative Currency Revolving Commitment Percentage, as applicable, the Administrative Agent pursuant to this Section 2.3.3 may be oral if immediately confirmed in writing (including by electronic communication); provided that the lack of such paymentan immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Reimbursement Obligations. Upon receipt The Borrower shall be irrevocably and unconditionally obligated forthwith to reimburse each Issuing Lender for any amounts paid by the Agent from the beneficiary of a such Issuing Lender upon any drawing under any Existing Letter of Credit of and reimburse the Administrative Agent upon any demand payment made by the Administrative Agent pursuant to an LC Support Agreement, together with any and all reasonable charges and expenses which the Issuing Lender or Administrative Agent respectively may pay or incur relative to such drawing or payment and interest on the amount drawn or paid at the rate applicable to Revolving Base Rate Loans for each day from and including the date such amount is drawn or paid to but excluding the date such reimbursement payment under such Letter of Creditis due and payable. Such reimbursement payment shall be due and payable (i) at or before 2:00 P.M. (Chicago time or the relevant local time, as applicable) on the third Business Day after the date the Issuing Lender or Administrative Agent shall promptly notify (as the case may be) notifies the Borrower of the amount to be paid such drawing or payment; provided that no payment otherwise required by the Agent as a result of such demand (the “Reimbursement Obligations”) and the date on which payment is this sentence to be made by the Agent Borrower at or before 2:00 P.M. (Chicago time or the relevant local time, as applicable) on any day shall be overdue hereunder if arrangements for such payment satisfactory to the applicable Issuing Lender or the Administrative Agent, in its reasonable discretion, shall have been made by the Borrower at or before 2:00 P.M. (Chicago time or the relevant local time, as applicable) on such beneficiary in respect of day and such demand; providedpayment is actually made at or before 3:00 P.M. (Chicago time or the relevant local time, howeveras applicable) on such day. In addition to the foregoing, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay to the Issuing Lender and reimburse Administrative Agent interest, payable on demand, on any and all amounts not paid by the Borrower to the Issuing Lender or the Administrative Agent (as applicable) when due under this subsection (g), for each day from and including the date when such amount becomes due to but excluding the date such amount is paid in full, whether before or after judgment, at a rate per annum equal to the sum of 2.00% plus the rate applicable to Revolving Base Rate Loans for such day. Subject to the satisfaction of all applicable conditions set forth in Article IV, the Borrower may, at its option, utilize the Swingline Commitment or the Revolving Commitments, or make other arrangements for payment satisfactory to the Issuing Lender or the Administrative Agent, (as applicable) for the amount reimbursement of each demand for all LC Disbursements as required by this subsection (g). Each reimbursement payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent Borrower pursuant to this subsection (g) shall be made to the beneficiary thereunder, without presentment, demand, protest Issuing Lender or the Administrative Agent (as applicable) in Federal or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement with respect funds immediately available to any Letter of Credit denominated in an Alternative Currency, the Borrower shall reimburse the Agent in such Alternative Currency, unless (A) such Agent (it at its option) shall have specified address referred to in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt of the notice of drawing that the Borrower will reimburse the Agent in Dollars. In the case of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated in an Alternative Currency, the Agent shall notify the Borrower of the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Agent shall promptly pay to each Revolving Credit Lender that has acquired a participation therein under the second sentence of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment Percentage, as applicable, of such payment10.01.

Reimbursement Obligations. Upon receipt Borrower shall reimburse the Administrative Agent for all Extraordinary Expenses. Borrower shall also reimburse the Administrative Agent for all reasonable and documented legal, accounting, examination, consulting, and other reasonable and documented fees, costs and expenses incurred by the Agent from the beneficiary of a Letter of Credit it in connection with (a) negotiation and preparation of any demand for payment under such Letter Loan Documents, including any amendment or other modification thereof; (b) administration of Creditand actions relating to any Collateral, the Agent shall promptly notify the Borrower Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of the amount to be paid by the Agent as a result of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; provided, however, the Administrative Agent’s failure Liens on any Collateral, to give, maintain any insurance required hereunder or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally to verify Collateral; and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior (c) subject to the date on which payment is to be made by the Agent to the beneficiary thereunderlimits of Section 10.1.1(b), without presentmenteach inspection, demand, protest audit or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement examination with respect to any Letter Obligor or Collateral, whether prepared by the Administrative Agent’s personnel or a third party (in the case of Credit denominated legal fees and expenses, subject to the immediate following sentence). All legal and accounting fees incurred by Agent Professionals shall be charged to Borrower at the actual rate charged by such Agent Professionals; provided, that Xxxxxxxx’s obligation to reimburse the Administrative Agent for legal fees and expenses shall be limited to the reasonable and documented legal fees and expenses of one primary counsel, and one local counsel in each relevant jurisdiction, and one special counsel (the appointment of any such special counsel to be subject to the reasonable consent of Obligors, so long as not unreasonably withheld, conditioned or delayed) for each relevant specialization for which the Administrative Agent deems necessary or appropriate. In addition to the Extraordinary Expenses of the Administrative Agent, upon the occurrence and during the continuance of an Alternative CurrencyEvent of Default, the Borrower shall reimburse the Agent in such Alternative Currencyeach Lender for any reasonable out-of-pocket fees, unless charges and disbursements (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollarsincluding without limitation, the Borrower shall have notified the Agent promptly following receipt reasonable, documented, and out-of-pocket fees, charges and disbursement of one primary outside legal counsel for all of the notice Lenders) incurred by it in connection with the enforcement, collection or protection of drawing that the Borrower will reimburse the Agent in Dollars. In the case of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated in an Alternative Currency, the Agent shall notify the Borrower of the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Agent shall promptly pay to each Revolving Credit Lender that has acquired a participation therein its rights under the second sentence of Loan Documents, including all such expenses incurred during any workout, restructuring or Insolvency Proceeding. All amounts payable by Borrower under this Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment Percentage, as applicable, of such paymentshall be due on demand.

Reimbursement Obligations. Upon receipt by In the Agent from the beneficiary of event that any amount is drawn under a Letter of Credit of any demand for payment under such Letter of Credit, the Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; provided, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement with respect to any Letter of Credit denominated in an Alternative Currencythereof, the Borrower shall reimburse the Agent in Issuing Lender by having such Alternative Currency, unless amount drawn treated as an outstanding Base Rate Loan under this Agreement (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall being deemed to have notified the Agent promptly following receipt of the notice of drawing that the Borrower will reimburse the Agent in Dollars. In the case of any requested a Base Rate Loan on such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated date in an Alternative Currency, the Agent shall notify the Borrower of the Dollar Equivalent of amount equal to the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, such drawing and such amount drawn shall be treated as an outstanding Base Rate Loan under this Agreement) and the Agent shall promptly notify each Lender by telex, telecopy, telegram, telephone (confirmed in writing) or other similar means of transmission, and each Lender shall promptly and unconditionally pay to the Agent, for the Issuing Lender’s own account, an amount equal to such Lender’s Commitment Percentage of such Letter of Credit (to the extent of the amount drawn). If and to the extent any Lender shall not make such amount available on the Business Day on which such draw is funded (either pursuant to this Section or pursuant to §3.7), such Lender agrees to pay such amount to the Agent forthwith on demand, together with interest thereon, for each day from the date on which such draw was funded until the date on which such amount is paid to the Agent, at the Federal Funds Effective Rate until three (3) days after the date on which the Agent gives notice of such draw and at the Federal Funds Effective Rate plus one percent (1%) for each day thereafter. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Revolving Credit Loans, amounts due with respect to its participations in Letters of Credit and any other amounts due to it hereunder to the Agent to fund the amount of any drawn Letter of Credit which such Lender that was required to fund pursuant to this §3.6 until such amount has acquired been funded (as a participation therein under the second sentence of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment Percentage, as applicable, result of such paymentassignment or otherwise). In the event of any such failure or refusal, the provisions of §5.7 shall govern the priority of payments to such Lender. The failure of any Lender to make funds available to the Agent in such amount shall not relieve any other Lender of its obligation hereunder to make funds available to the Agent pursuant to this §3.6.

Reimbursement Obligations. Upon receipt Borrowers shall reimburse Agent and each Co-Collateral Agent for all Extraordinary Expenses. Borrowers shall also reimburse Agent for all reasonable and documented legal fees of one outside counsel, one local counsel in each relevant jurisdiction (as determined by the Agent from in its reasonable discretion), one special or regulatory counsel in respect of each matter (as reasonably required by the beneficiary Agent) and one conflict of a Letter of Credit of any demand for payment under such Letter of Credit, the Agent shall promptly notify the Borrower of the amount to be paid interest counsel (as determined by the Agent in its reasonable discretion), accounting, appraisal, consulting and other reasonable and documented fees, out-of-pocket costs and expenses incurred by it in connection with (a) syndication, negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents, and transactions contemplated thereby, including any actions taken to perfect or maintain priority of Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Agent’s personnel or a third party. Borrowers shall also reimburse Lenders for all costs and expenses incurred by them (but limited to legal fees of one outside counsel for all Lenders, one local counsel in each relevant jurisdiction (as determined by the Lenders in their reasonable discretion), one special or regulatory counsel in respect of each matter (as reasonably required by the Lenders) and one conflict of interest counsel (as determined by any Lender in its reasonable discretion)) during the occurrence and continuance of an Event of Default in connection with the enforcement or preservation of any rights under this Loan Agreement or any of the other Loan Documents. Borrowers shall also reimburse each Co-Collateral Agent for all reasonable and documented legal fees of one outside counsel incurred by it in connection with (a) syndication, negotiation and preparation of any Loan Documents, including any amendment, waiver, consent, supplement, restatement or other modification thereof or thereto; and (b) administration and enforcement of and actions relating to any Collateral, Loan Documents, and transactions contemplated thereby. Borrowers shall also reimburse the Tranche A-1 Documentation Agent for all reasonable and documented legal fees of one outside counsel incurred by it on behalf of the Tranche A-1 Lenders in connection with any Insolvency Proceeding or after the occurrence and during the continuance of an Event of Default under (i) Section 11.1(a) or (ii) Section 11.1(c) (in the case of this clause (ii) as a result of such demand (the “Reimbursement Obligations”) and the date on which payment is a failure to be made comply with Section 8.1, Section 10.1.2(n), Section 10.1.2(o), or Section 10.3). All amounts reimbursable by Borrowers under this Section 3.4 shall constitute Obligations secured by the Collateral and shall be payable within ten Business Days after presentation by Agent to such beneficiary in respect Borrowers of a reasonably detailed itemization of such demand; provided, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement with respect to any Letter of Credit denominated in an Alternative Currency, the Borrower shall reimburse the Agent in such Alternative Currency, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt of the notice of drawing that the Borrower will reimburse the Agent in Dollars. In the case of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated in an Alternative Currency, the Agent shall notify the Borrower of the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Agent shall promptly pay to each Revolving Credit Lender that has acquired a participation therein under the second sentence of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment Percentage, as applicable, of such paymentamounts.

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of (i) Each Revolving Facility Borrower hereby agrees to reimburse (or cause any LC Obligor for whose account a Revolving Facility Letter of Credit was issued to reimburse) each LC Issuer, by making payment directly to such LC Issuer in immediately available funds at the payment office of such LC Issuer, for any demand for payment under such Unpaid Drawing with respect to any Revolving Facility Letter of CreditCredit immediately after, and in any event (x) with respect to any Revolving Facility Letter of Credit denominated in Dollars, on the Agent shall promptly notify the Borrower date on which, and (y) with respect to any Revolving Facility Letter of the amount to be paid by the Agent as Credit denominated in a result Designated Foreign Currency, within two Business Days of such demand (the “Reimbursement Obligations”) and the date on which such LC Issuer notifies the Company (or any such other LC Obligor for whose account such Revolving Facility Letter of Credit was issued (each being a “Notifiable Party”)) of such payment is or disbursement (in the case of each of clauses (x) and (y), each an “Applicable Reimbursement Date”, (which notice to the Notifiable Parties shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars or in the applicable Designated Foreign Currency in which such Revolving Facility Letter of Credit is denominated, with, provided that the LC Issuer has already notified the Notifiable Parties that reimbursement is required, interest on the amount so paid or disbursed by such LC Issuer, to the Agent extent not reimbursed prior to such beneficiary in respect 1:00 P.M. (local time at the payment office of the applicable LC Issuer) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor (by utilization of a drawing under the Revolving Facility or otherwise) at a rate per annum that shall be the rate then applicable to Revolving Loans that are US Base Rate Loans, any such interest also to be payable on demand; provided, however, that if the Agent’s failure LC Issuer does not give the applicable Revolving Facility Borrower notice by 10:00 AM, such Applicable Reimbursement Date shall be the next succeeding Business Day and accordingly interest on the amount paid or disbursed by the LC Issuer shall not begin to giveaccrue until such day.. If by 11:00 A.M. on the Business Day immediately following the Applicable Reimbursement Date, the Company or the relevant LC Obligor has not made such reimbursement out of its available cash on hand or a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the Company or such LC Obligor), (x) the Company, or delay in givingif the LC Obligor is a Foreign Revolving Facility Borrower, such Foreign Revolving Facility Borrower, will in each case be deemed to have given a Notice of Borrowing for Revolving Loans that are US Base Rate Loans in an aggregate Dollar Equivalent principal amount sufficient to reimburse such Unpaid Drawing (and the Global Agent shall promptly give notice to the Lenders of such deemed Notice of Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall not discharge be considered made under Section 2.02), and (z) the Borrower in any respect from proceeds of such Revolving Loans shall be disbursed directly to the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior LC Issuer to the date on which payment is extent necessary to effect such reimbursement, with any excess proceeds to be made by the Agent available to the beneficiary thereunder, without presentment, demand, protest or other formalities applicable Borrower in accordance with the applicable provisions of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement with respect to any Letter of Credit denominated in an Alternative Currency, the Borrower shall reimburse the Agent in such Alternative Currency, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt of the notice of drawing that the Borrower will reimburse the Agent in Dollars. In the case of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated in an Alternative Currency, the Agent shall notify the Borrower of the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Agent shall promptly pay to each Revolving Credit Lender that has acquired a participation therein under the second sentence of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment Percentage, as applicable, of such paymentAgreement.

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of (i) The Borrower hereby agrees to reimburse (or cause any LC Obligor for whose account a Letter of Credit of any demand for was issued to reimburse) each LC Issuer, by making payment under directly to such Letter of Credit, LC Issuer in immediately available funds at the Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result payment office of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; providedLC Issuer, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in for any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement Unpaid Drawing with respect to any Letter of Credit denominated immediately after, and in any event on the date on which (or the next Business Day if Borrower or such other LC Obligor receives notice after the deadline for submitting Notices of Borrowing), such LC Issuer notifies the Borrower (or any such other LC Obligor for whose account such Letter of Credit was issued) of such payment or disbursement (which notice to the Borrower (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars, with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office of the applicable LC Issuer) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.09(a) that are Base Rate Loans or, if not reimbursed within one Business Day of the 45 date of such payment or disbursement, at the Default Rate, any such interest also to be payable on demand. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Alternative CurrencyUnpaid Drawing, the Borrower shall reimburse or the Agent in relevant LC Obligor has not made such Alternative Currencyreimbursement out of its available cash on hand or, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt case of the notice of drawing that Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the Borrower), (x) the Borrower will reimburse the Agent in Dollars. In the each case be deemed to have given a Notice of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated Borrowing for Revolving Loans that are Base Rate Loans in an Alternative Currency, aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Agent shall notify the Borrower of the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Administrative Agent shall promptly pay give notice to each the Lenders of such deemed Notice of Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Credit Lender that has acquired a participation therein Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and (z) the second sentence proceeds of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment PercentageLoans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, as applicable, with any excess proceeds to be made available to the Borrower in accordance with the applicable provisions of such paymentthis Agreement.

Reimbursement Obligations. Upon (1) In the event Tenant terminates this Lease pursuant to Sections D or E above, Landlord shall, within ten (10) days following Landlord’s receipt of Tenant’s request from time-to-time, (i) reimburse Tenant for all costs and expenses incurred by Tenant in connection with the Agent from the beneficiary of a Letter of Credit of any demand for payment under such Letter of Credit, the Agent shall promptly notify the Borrower design and construction of the amount Tenant’s Work and all other costs and expenses incurred by Tenant in connection with its negotiation and execution of this Lease and all related documentation and the transactions contemplated thereby, (ii) indemnify, protect, defend (with counsel reasonably satisfactory to be paid Tenant) and hold Tenant harmless from and against any and all costs, expenses, losses, damages, penalties and liabilities suffered or incurred by the Agent or rendered against Tenant as a result of such demand or in connection with Tenant’s failure to vacate “Tenant’s Current Space” (as defined below) by the “Holdover Date” (as defined below), and (iii) reimburse Tenant for all rental obligations accruing from the Holdover Date under “Tenant’s Current Leases” (as defined below) and any other lease pursuant to which Tenant occupies space in substitution of all or a portion of Tenant’s Current Space (the “Reimbursement Substitution Lease”) which are in excess of the amount of Base Rent which would have been payable by Tenant under this Lease had the Lease Commencement Date occurred on July 15, 2005 and had there been no Free Rent Period in effect thereafter (the “Existing Lease Excess Rental Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand); provided, however, that in the Agentevent Tenant terminates this Lease pursuant to Section 2.D.(a) hereof, then (y) Landlord’s failure liability under Subsection F(1)(i) above shall be limited to givecosts and expenses incurred by Tenant in connection with the design of the Tenant’s Work, or delay in givingamount not to exceed One Hundred Seventy-Five Thousand Dollars ($175,000.00), such notice and attorneys’ fees incurred by Tenant in connection with the negotiation and documentation of this Lease, and matters pertaining thereto, in an amount not to exceed One Hundred Thousand Dollars ($100,000.00); and (z) Landlord’s liability with respect to the matters addressed in Subsection F(1)(iii) above for Existing Lease Excess Rental Obligations shall not discharge exceed such Existing Lease Excess Rental Obligations for three (3) months, that is, from August 1, 2005 through September 30, 2005. Tenant currently anticipates that its move to the Borrower in any respect from Premises will occur over some weekends prior to completion of the applicable Reimbursement Obligation. The Borrower hereby unconditionally Tenant’s Work and irrevocably agrees to pay and reimburse over at least four weekends following completion of the Agent for the amount of each demand for payment under such Letter of Credit on or Tenant’s Work, but prior to the date on which payment occurrence of the Rent Commencement Date. Accordingly, Landlord agrees that in the event Landlord is to be made by the Agent liable for matters identified in Subsections F(1)(ii) and (iii) above, Landlord’s liability shall extend to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement with respect to any Letter of Credit denominated in an Alternative Currency, the Borrower shall reimburse the Agent in such Alternative Currency, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt last day of the notice of drawing that calendar month during which the Borrower will reimburse 196th day after the Agent in Dollars. In the case of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated in an Alternative Currency, the Agent shall notify the Borrower of the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Agent shall promptly pay to each Revolving Credit Lender that has acquired a participation therein under the second sentence of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment Percentage, as applicable, of such paymentTurnover Date occurs.

Reimbursement Obligations. Upon Borrowers shall reimburse Agent and Lenders for any Extraordinary Expenses, on the sooner to occur of 10 Business Days after Agent's demand therefor or Agent's receipt by the Agent from the beneficiary of a Letter of Credit of any demand proceeds of Collateral in connection with any Enforcement Action (subject to the provisions of Section 5.6 with respect to the application of any proceeds of Collateral). Borrowers also shall reimburse Agent for payment under such Letter all reasonable accounting, appraisal and consulting fees, and reasonable attorney's fees and out-of-pocket expenses of Credit, one counsel to Agent (and local counsels as determined by Agent) and other reasonable fees and expenses suffered or incurred by Agent in connection with: (i) the Agent shall promptly notify the Borrower negotiation and preparation of any of the amount to be paid by Loan Documents, any amendment or modification thereto; (ii) the Agent as a result administration of such demand (the “Reimbursement Obligations”) Loan Documents and the date on which payment is transactions contemplated thereby; (iii) action taken to be made by perfect or maintain the Agent to such beneficiary in respect of such demand; provided, however, the Agent’s failure to give, perfection or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities priority of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement Agent's Liens with respect to any Letter of Credit denominated the Collateral; (iv) any inspection of or audits conducted by Agent with respect to any Obligor's books and records or any of the Collateral (subject to the limitations set forth in an Alternative CurrencySection 3.2.4 hereof); and (v) any effort by Agent to verify or appraise any of the Collateral (subject to the limitations set forth in Section 3.2.4). All amounts chargeable to or reimbursable Borrowers under this Section 3.4 shall constitute Obligations that are secured by all of the Collateral and if not sooner paid, the Borrower shall be payable to Agent within 10 Business Days after demand by Agent. Borrowers shall also reimburse the Agent for reasonable expenses incurred by Agent in its administration of any of the Collateral to the extent and in the manner provided in Section 8 or in any of the other Loan Documents. The foregoing shall be in addition to, and shall not be construed to limit, any other provision of any of the Loan Documents regarding the indemnification or reimbursement by Borrowers of Claims suffered or incurred by Agent or any Lender. If at any time Agent or (with the prior consent of Agent) any Lender shall agree to indemnify any Person against losses or damages that such Alternative Currency, unless (A) such Agent (at Person may suffer or incur in its option) shall have specified in such notice that it will require reimbursement in Dollarsdealings or transactions with Borrowers, or (B) in the absence shall guarantee or otherwise assure payment of any liability or obligation of Borrowers to such requirement for reimbursement Person, or otherwise shall provide assurances of Borrowers' payment or performance under any agreement with such Person, including indemnities, guaranties or other assurances of payment or performance given by Agent or any Lender with respect to Banking Relationship Debt, then the Contingent Obligation of Agent or any Lender providing any such indemnity, guaranty or other assurance of payment or performance, together with any payment made or liability incurred by Agent or any Lender in Dollarsconnection therewith, shall constitute Obligations that are secured by the Borrower Collateral and Borrowers shall have notified the repay, within 10 Business Days, any amount so paid or any liability incurred by Agent promptly following receipt or any Lender in connection with any such indemnity, guaranty or assurance (other than liabilities resulting from Agent's or such Lender's gross negligence or willful misconduct). Nothing herein shall be construed to impose upon Agent or any Lender any obligation to provide any such indemnity, guaranty or assurance. The foregoing agreement of Borrowers shall apply whether or not such indemnity, guaranty or assurance is in writing or oral and regardless of any Borrower's knowledge of the notice of drawing that the Borrower will reimburse the Agent in Dollars. In the case of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated in an Alternative Currencyexistence thereof, the Agent shall notify the Borrower survive termination of the Dollar Equivalent Commitments and Full Payment of the amount Obligations and any other provisions of the LC Disbursement promptly following the determination thereof. Upon receipt Loan Documents regarding reimbursement or indemnification by the Borrowers of Claims suffered or incurred by Agent of or any payment in respect of any Reimbursement Obligation, the Agent shall promptly pay to each Revolving Credit Lender that has acquired a participation therein under the second sentence of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment Percentage, as applicable, of such payment.

Reimbursement Obligations. Upon receipt The Borrower shall be irrevocably and unconditionally obligated forthwith to reimburse the Issuing Lender for any amounts paid by the Agent from the beneficiary of Issuing Lender upon any drawing under a Letter of Credit of any demand for payment under such Letter of Credit, together with any and all reasonable charges and expenses which such Issuing Lender may pay or incur relative to such drawing or payment and interest on the Agent amount drawn or paid at the rate applicable to Base Rate Loans for each day from and including the date such amount is drawn or paid to but excluding the date such reimbursement payment is due and payable. Such reimbursement payment shall promptly notify be due and payable (i) at or before 2:00 P.M. (New York time or the relevant local time, as applicable) on the third Business Day after the date the Issuing Lender notifies the Borrower of the amount to be paid such drawing or payment; provided that no payment otherwise required by the Agent as a result of such demand (the “Reimbursement Obligations”) and the date on which payment is this sentence to be made by the Agent Borrower at or before 2:00 P.M. (New York time or the relevant local time, as applicable) on any day shall be overdue hereunder if arrangements for such payment satisfactory to the Issuing Lender, in its reasonable discretion, shall have been made by the Borrower at or before 2:00 P.M. (New York time or the relevant local time, as applicable) on such beneficiary in respect of day and such demand; providedpayment is actually made at or before 3:00 P.M. (New York time or the relevant local time, howeveras applicable) on such day. In addition to the foregoing, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay to the Issuing Lenders interest, payable on demand, on any and reimburse all amounts not paid by the Agent Borrower to the Issuing Lenders when due under this subsection (o), for each day from and including the date when such amount becomes due to but excluding the date such amount is paid in full, whether before or after judgment, at a rate per annum equal to the sum of 2.00% plus the rate applicable to Base Rate Loans for such day. Subject to the satisfaction of all applicable conditions set forth in Article IV, the Borrower may, at its option, utilize the Swingline Commitment or the Revolving Commitments, or make other arrangements for payment satisfactory to the Issuing Lenders, for the amount reimbursement of each demand for all LC Disbursements as required by this subsection (o). Each reimbursement payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent Borrower pursuant to this subsection (o) shall be made to the beneficiary thereunder, without presentment, demand, protest Issuing Lenders in Federal or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement with respect funds immediately available to any Letter of Credit denominated in an Alternative Currency, the Borrower shall reimburse the Agent in such Alternative Currency, unless (A) such Agent (it at its option) shall have specified address referred to in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt of the notice of drawing that the Borrower will reimburse the Agent in Dollars. In the case of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated in an Alternative Currency, the Agent shall notify the Borrower of the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Agent shall promptly pay to each Revolving Credit Lender that has acquired a participation therein under the second sentence of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment Percentage, as applicable, of such payment10.01.

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of (i) The Borrower hereby agrees to reimburse (or cause any LC Obligor for whose account a Letter of Credit of any demand for was issued to reimburse) each LC Issuer, by making payment under directly to such Letter of Credit, LC Issuer in immediately available funds at the Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result payment office of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; providedLC Issuer, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in for any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement Unpaid Drawing with respect to any Letter of Credit denominated immediately after, and in any event on the date on which, such LC Issuer notifies the Borrower (or any such other LC Obligor for whose account such Letter of Credit was issued) of the payment or disbursement resulting in such Unpaid Drawing (which notice to the Borrower (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment by the Borrower in respect of such Unpaid Drawing to be made in Dollars, with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office of the applicable LC Issuer) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.08(a)(i) that are Base Rate Loans or, if not reimbursed on the date of such payment or disbursement, at the Default Rate, any such interest also to be payable on demand. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Alternative CurrencyUnpaid Drawing, the Borrower shall reimburse or the Agent in relevant LC Obligor has not made such Alternative Currencyreimbursement out of its available cash on hand or, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt case of the notice of drawing that Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the Borrower), (x) the Borrower will reimburse the Agent in Dollars. In the each case be deemed to have given a Notice of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated Borrowing for Revolving Loans that are Base Rate Loans in an Alternative Currency, aggregate amount sufficient to reimburse such Unpaid Drawing (and the Agent shall notify the Borrower of the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Administrative Agent shall promptly pay give notice to each the Lenders of such deemed Notice of Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Credit Lender that has acquired a participation therein Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and (z) the second sentence proceeds of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment PercentageLoans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, as applicable, with any excess proceeds to be made available to the Borrower in accordance with the applicable provisions of such paymentthis Agreement.

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of a Letter of Credit of any demand for payment under such Letter of Credit, the Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result of such demand (the “Reimbursement Obligations”i) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; provided, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse each LC Issuer, by making payment directly to such LC Issuer in immediately available funds at the Agent payment office of such LC Issuer, for the amount of each demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement Unpaid Drawing with respect to any Letter of Credit denominated immediately after, and in any event on the date on which, such LC Issuer notifies the Borrower of such payment or disbursement (which notice to the Borrower shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars, with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office of the applicable LC Issuer) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Loans pursuant to Section 2.09(a)(i) that are Base Rate Loans or, if not reimbursed on the date of such payment or disbursement, at the Default Rate, any such interest also to be payable on demand. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Alternative CurrencyUnpaid Drawing, the Borrower shall reimburse the Agent in has not made such Alternative Currencyreimbursement out of its available cash on hand or, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt case of the notice of drawing that Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the Borrower), (x) the Borrower will reimburse the Agent in Dollars. In the each case be deemed to have given a Notice of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated Borrowing for Loans that are Base Rate Loans in an Alternative Currency, aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Agent shall notify the Borrower of the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Administrative Agent shall promptly pay give notice to each Revolving Credit Lender that has acquired a participation therein under the second sentence of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment Percentage, as applicable, Lenders of such payment.deemed Notice of Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Loans contemplated by such deemed Notice of Borrowing (which Loans shall be considered made under Section 2.02), and

Reimbursement Obligations. Upon receipt Subject to the other provisions of this Section 1.3, the obligation of the Company to reimburse an Issuing Agent for drawings under a Letter of Credit issued by such Issuing Agent shall be governed by the Application for such Letter of Credit except that reimbursement for drawings shall be made to the Issuing Agent by no later than 11:00 a.m. (Des Moines time) on the Business Day following the date when such drawing was paid. In the event an Issuing Agent is not reimbursed by the Company for the amount such Issuing Agent pays on any draft drawn under a Letter of Credit issued hereunder by 11: 00 a.m. (Des Moines time) on the Business Day following the date when such drawing is paid, the obligation of the Company to reimburse such Issuing Agent for the amount of such draft paid shall bear interest (which the Company hereby promises to pay on demand) from and after the beneficiary date the draft is paid and until payment in full thereof at the fluctuating rate per annum determined by adding 2% to the Domestic Rate as from time to time in effect. This Agreement supersedes any terms of the Applications which are irreconcilably inconsistent with the terms hereof. Notwithstanding anything contained in the Applications to the contrary, (i) the Company shall pay fees in connection with each Letter of Credit as set forth in Section 1.3(h) below, (ii) prior to the occurrence of an Event of Default, unless otherwise required by this Agreement, no Issuing Agent will call for any additional collateral security for the obligations of the Company under the Applications other than collateral security consisting of rights in goods (or documents of title evidencing the same) financed under such Applications as provided in such Applications and (iii) prior to the occurrence of a Default or an Event of Default, the Issuing Agent will not call for the funding of a Letter of Credit of by the Company prior to being presented with a draft drawn thereunder (or, in the event the draft is a time draft, prior to its due date). The Company hereby irrevocably authorizes the Lenders or the Issuing Agent to charge any demand for payment under such Letter of Credit, the Agent shall promptly notify the Borrower of the amount to be paid by Company's deposit accounts maintained with the Agent Lenders or the Issuing Agent, as a result of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; providedcase may be, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand necessary to reimburse the Issuing Agent where required hereunder for payment any drafts drawn under such Letter Letters of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection)issued hereunder. In the case of an LC Disbursement with respect to any Letter of Credit denominated in an Alternative Currency, the Borrower shall reimburse the Agent in such Alternative Currency, unless (A) such Agent (at its option) shall have specified in such notice that it will require The reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt obligations of the notice Company under this Section 1.3(e) and each Application shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of drawing that this Agreement and the Borrower will reimburse Applications, under all circumstances whatsoever, including without limitation the Agent in Dollars. In the case of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated in an Alternative Currency, the Agent shall notify the Borrower of the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Agent shall promptly pay to each Revolving Credit Lender that has acquired a participation therein under the second sentence of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment Percentage, as applicable, of such payment.circumstances:

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of (i) The Borrower hereby agrees to reimburse (or cause any LC Obligor for whose account a Letter of Credit of any demand for was issued to reimburse) each LC Issuer, by making payment under directly to such Letter of Credit, LC Issuer in immediately available funds at the Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result payment office of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; providedLC Issuer, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in for any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement Unpaid Drawing with respect to any Letter of Credit denominated immediately after, and in any event on the date on which, such LC Issuer notifies the Borrower (or any such other LC Obligor for whose account such Letter of Credit was issued) of such payment or disbursement (which notice to the Borrower (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars in which such Letter of Credit is denominated, with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office of the applicable LC Issuer) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.09(a) that are Base Rate Loans or, if not reimbursed on the date of such payment or disbursement, at the Default Rate, any such interest also to be payable on demand. If by 1:00 P.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Alternative CurrencyUnpaid Drawing, the Borrower shall reimburse or the Agent in relevant LC Obligor has not made such Alternative Currencyreimbursement out of its available cash on hand or, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt case of the notice of drawing that Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the Borrower), (x) the Borrower will reimburse the Agent in Dollars. In the each case be deemed to have given a Notice of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated Borrowing for Revolving Loans that are Base Rate Loans in an Alternative Currency, aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Agent shall notify the Borrower of the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Administrative Agent shall promptly pay give notice to each the Lenders of such deemed Notice of Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Credit Lender that has acquired a participation therein Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and (z) the second sentence proceeds of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment PercentageLoans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, as applicable, with any excess proceeds to be made available to the Borrower in accordance with the applicable provisions of such paymentthis Agreement.

Reimbursement Obligations. Upon receipt (i) Each Canadian Borrower hereby agrees to reimburse each LC Issuer, by making payment directly to such LC Issuer in immediately available funds at the Agent from the beneficiary of a Letter of Credit of any demand for payment under such Letter of Credit, the Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result office of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary LC Issuer in respect of such demand; providedCanada, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in for any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement Unpaid Drawings with respect to any Canadian Letter of Credit denominated immediately after, and in an Alternative Currencyany event on the date on which, such LC Issuer notifies the Borrower Company and the applicable LC Obligor of such payment or disbursement (which notice to the Company or such Obligor shall reimburse the Agent be delivered reasonably promptly after any such payment or disbursement), such payment to be made in such Alternative Currency, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Canadian Dollars, with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (Blocal time at the payment office of the applicable LC Issuer in Canada) in on the absence date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Canadian Revolving Loans that are Canadian Base Rate Loans (plus an additional 2% per annum if not reimbursed on the date of such payment or disbursement), any such requirement for interest also to be payable on demand. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt of the notice of drawing that the Borrower will reimburse the Agent in Dollars. In the case of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated in an Alternative Currency, the Agent shall notify the Borrower of the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligationan Unpaid Drawing, the relevant LC Obligor has not made such reimbursement out of its available cash on hand or a contemporaneous Canadian Borrowing hereunder (if such Canadian Borrowing is otherwise available to such LC Obligor), (x) the LC Obligor will in each case be deemed to have given a Notice of Borrowing for Canadian Revolving Loans that are Canadian Base Rate Loans in an aggregate Dollar Equivalent principal amount sufficient to reimburse such Unpaid Drawing (and the Global Agent shall promptly pay give notice to each Revolving Credit Lender that has acquired a participation therein under the second sentence of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment Percentage, as applicable, Canadian Lenders of such paymentdeemed Notice of Borrowing), (y) the Canadian Lenders shall, unless they are legally prohibited from doing so, make the Canadian Revolving Loans contemplated by such deemed Notice of Borrowing (which Canadian Revolving Loans shall be considered made under Section 2.03), and (z) the proceeds of such Canadian Revolving Loans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement, with any excess proceeds to be made available to the applicable Canadian Borrower in accordance with the applicable provisions of this Agreement.

Reimbursement Obligations. Upon receipt by The U.S. Borrower is, and, as applicable, the Agent from Canadian Borrower and the beneficiary U.S. Borrower jointly and severally are, or the U.S. Subsidiary Guarantor that is co-applicant and the U.S. Borrower jointly and severally are, absolutely, unconditionally and irrevocably obligated to reimburse the Issuing Bank for all amounts drawn under each Letter of Credit. In the event that the Canadian Borrower is a co-applicant on any Letter of Credit and there is an enforceable primary obligation of the Canadian Borrower to reimburse the Issuing Bank for any demand for payment drawings under such Letter of Credit, the Agent U.S. Borrower shall promptly notify the Borrower of the amount not be obligated to be paid by the Agent as a result of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary pay any reimbursement obligations in respect of such demandLetter of Credit until the Canadian Borrower fails to make the payment when due; provided, however, the Agent’s failure to give, or delay in giving, such notice Issuing Bank shall not discharge be required to make any demands or exercise any rights or remedies relative to the Canadian Borrower prior to the time that the U.S. Borrower’s obligations to pay are effective; and provided, further, the Canadian Borrower shall be unconditionally liable for all reimbursement obligations in respect of all Letters of Credit for which it is a co-applicant. Nothing in the preceding sentence shall limit any obligations of the U.S. Borrower in respect of any RC Loans made pursuant to this Agreement, including those deemed requested by the U.S. Borrower pursuant to this Section 3.1. For the avoidance of doubt, Canadian Borrower shall have no obligations with respect to any Letters of Credit on which it is not a co-applicant. If any draft is presented under a Letter of Credit, and payment is made by the Issuing Bank, the U.S. Borrower or applicable co-applicant shall promptly reimburse the Issuing Bank in accordance with the terms of the applicable reimbursement agreement entered into in connection therewith. If the Issuing Bank is not so reimbursed on such date as is provided in the applicable reimbursement agreement, then if the payment is required to be made at any time on or before the Maturity Date, then payment by the Issuing Bank of such draft be deemed to constitute a request for a RC Loan (which is a Base Rate Loan) hereunder the proceeds of which are used to reimburse the Issuing Bank (without regard to any required notice periods, Available Commitment amount or minimum advance requirements, all of which are waived for this purpose) and interest shall accrue from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse date the Agent for the amount of each demand for Issuing Bank makes payment on such draft under such Letter of Credit on or prior to the date on which payment provided, however, if there is to be made by the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection). In the case of not then an LC Disbursement with respect to any Letter of Credit denominated Available Commitment in an Alternative Currency, the Borrower shall reimburse the Agent in such Alternative Currency, unless (A) such Agent (amount at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt of the notice of drawing that the Borrower will reimburse the Agent in Dollars. In the case of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated in an Alternative Currency, the Agent shall notify the Borrower of the Dollar Equivalent of least equal to the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligationdraw, the Agent U.S. Borrower, shall promptly pay to each Revolving Credit Lender repay the excess amount of the Loan within one Business Day after the date that has acquired the Issuing Bank notifies the U.S. Borrower of such deemed Loan. The U.S. Borrower and the Canadian Borrower further agree that the Issuing Bank may reimburse itself for such drawing at any time when there is no Available Commitment from the balance in any other account of the U.S. Borrower or if the Canadian Borrower or a participation therein under U.S. Subsidiary Guarantor is a co-applicant, then from any account of the second sentence of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage Canadian Borrower or Alternative Currency Revolving Commitment PercentageU.S. Subsidiary Guarantor, as applicable, of such paymentmaintained with the Issuing Bank.

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of (i) The Borrower hereby agrees to reimburse (or cause any LC Obligor for whose account a Letter of Credit of any demand for was issued to reimburse) each LC Issuer, by making payment under directly to such Letter of Credit, LC Issuer in immediately available funds at the Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result payment office of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; providedLC Issuer, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in for any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement Unpaid Drawing with respect to any Letter of Credit denominated within one Business day after such LC Issuer notifies the Borrower (or any such other LC Obligor for whose account such Letter of Credit was issued) of such payment or disbursement (which notice to the Borrower (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars, with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office of the applicable LC Issuer) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.09(a)(i) that are Base Rate Loans or, if not reimbursed on the date of such payment or disbursement, at the Default Rate, any such interest also to be payable on demand. If by 12:00 noon on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Alternative CurrencyUnpaid Drawing, the Borrower shall reimburse or the Agent in relevant LC Obligor has not made such Alternative Currencyreimbursement out of its available cash on hand or, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt case of the notice of drawing that Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the Borrower), (x) the Borrower will reimburse the Agent in Dollars. In the each case be deemed to have given a Notice of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated Borrowing for Revolving Loans that are Base Rate Loans in an Alternative Currency, aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Agent shall notify the Borrower of the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Administrative Agent shall promptly pay give notice to each the Lenders of such deemed Notice of Borrowing, and such deemed Notice of Borrowing is not required to comply with the requirements specified in Section 2.06), (y) the Lenders shall make the Revolving Credit Lender that has acquired a participation therein Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and (z) the second sentence proceeds of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment PercentageLoans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, as applicable, with any excess proceeds to be made available to the Borrower in accordance with the applicable provisions of such paymentthis Agreement.

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of a Letter of Credit of any demand for payment under such Letter of CreditTo induce LC Issuer to issue and maintain LCs and to induce Lenders to participate in issued LCs, the Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; provided, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and or reimburse the Agent for the amount of each demand for payment under such Letter of Credit LC Issuer (through Administrative Agent) (i) on or prior to the date on which of any payment is by LC Issuer under an LC (each such date, an “Honor Date”), the amount of any draft paid or to be made paid by LC Issuer, and (ii) promptly, upon demand, the Agent amount of any applicable fees (in addition to the beneficiary thereunderFees described in Section 3.8) which LC Issuer customarily charges to a Person similarly situated in the ordinary course of its business for amending LC Agreements, without presentmentfor honoring drafts under letters of credit, demandand taking similar action in connection with letters of credit. If Borrower has not reimbursed LC Issuer for any drafts paid or to be paid by 10:00 a.m. on any Honor Date, protest or other formalities Administrative Agent shall promptly notify each Lender of any kind the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Commitment Percentage thereof. In such event, Borrower shall be deemed to have requested a Revolving Loan consisting of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, to the extent of availability, and if the conditions precedent in this Agreement for such a Revolving Loan (other than any notice as requirements or minimum funding amounts) have, to Administrative Agent’s knowledge, been satisfied. Any notice given by LC Issuer or Administrative Agent pursuant to this Section 2.3(d) may be given by telephone if immediately confirmed in writing; provided in that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. Each Lender shall upon any notice pursuant to this subsection). In Section 2.3(d) make funds available to Administrative Agent for the case account of an LC Disbursement with respect to any Letter of Credit denominated Issuer in an Alternative Currency, amount equal to such Lender’s Commitment Percentage of the Borrower shall reimburse Unreimbursed Amount not later than 12:00 p.m. on the Agent in such Alternative Currency, unless (A) such Agent (at its option) shall have Business Day specified in such notice by Administrative Agent, whereupon, subject to the provisions of Section 2.3(f), each Lender that it will require so makes funds available shall be deemed to have made Base Rate Loans to Borrower in such amount. The funds so received shall be remitted by Administrative Agent directly to LC Issuer in payment of Borrower’s reimbursement in Dollarsobligation with respect to the draft under the LC; and if and to the extent that for any reason, funds are not advanced pursuant to this Agreement to fully refinance the Unreimbursed Amount, then Borrower’s reimbursement obligation shall continue to be due and payable. Borrower’s obligations under this Section 2.3(d) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim, or defense to payment which Borrower may have at any time against LC Issuer or any other Person, and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, any of the following circumstances: (A) any lack of validity or enforceability of this Agreement or any of the Loan Documents; (B) in the absence existence of any claim, setoff, defense, or other right which Borrower may have at any time against a beneficiary named in an LC, any transferee of any LC (or any Person for whom any such requirement for reimbursement transferee may be acting), LC Issuer, any Lender, or any other Person, whether in Dollarsconnection with this Agreement, any LC, the transactions contemplated herein, or any unrelated transactions (including any underlying transaction between Borrower shall have notified and the Agent promptly following receipt beneficiary named in any such LC); (C) any draft, certificate, or any other document presented under the LC proving to be forged, fraudulent, invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (D) any payment by LC Issuer under such LC against presentation of a draft or certificate that does not strictly comply with the terms of such LC; or any payment made by LC Issuer under such LC to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such LC, including any arising in connection with any proceeding under any Debtor Relief Law; (E) any other circumstance or happening whatsoever, whether or not similar to any of the notice of drawing foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, Borrower or any Subsidiary; and (F) the Borrower will reimburse the Agent in Dollars. In the case occurrence of any Default or Event of Default. To the extent any funding of a draft has been made by Lenders pursuant to Section 2.3(f) or under this Section 2.3(d), LC Issuer shall promptly distribute any such reimbursement in Dollars payments received for the account of an LC Disbursement under a Letter of Credit denominated in an Alternative Currency, the Agent shall notify the Borrower of the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment Issuer in respect of any Reimbursement ObligationUnreimbursed Amount or interest thereon (whether directly from Borrower or otherwise, including, proceeds of cash collateral applied thereto by Administrative Agent) to all Lenders funding such draft according to their ratable share. Interest on any amounts remaining unpaid by Borrower (and unfunded by the Agent proceeds of a Loan under this Section 2.3(d)) at any time from and after the date such amounts become payable until paid in full shall promptly be payable by Borrower to LC Issuer at the Post-Default Rate. In the event any payment by Borrower received by LC Issuer with respect to an LC and distributed to Lenders on account of their participations therein is required to be returned under any of the circumstances described in Section 12.15 (including pursuant to any settlement entered into by LC Issuer in its discretion) each Lender shall pay to each Revolving Credit Lender that has acquired a participation therein under Administrative Agent for the second sentence account of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving LC Issuer its Commitment Percentage or Alternative Currency Revolving Commitment Percentagethereof on demand of Administrative Agent, as applicable, plus interest thereon from the date of such paymentdemand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of a Letter of Credit of any demand for payment under such Letter of Credit, the Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result of such demand (the “Reimbursement Obligations”a) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; provided, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower Company hereby unconditionally and irrevocably agrees to pay and reimburse (either with the Agent proceeds of a Loan as provided for the amount in this Section 2.3.3 or with funds from other sources) each Issuing Lender for each payment or disbursement made by such Issuing Lender under any Letter of each Credit honoring any demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentmentin each case on the date that such payment or disbursement is made. Unless the Company shall immediately notify the Issuing Lender that the Company intends to reimburse the Issuing Lender for such drawing from other sources or funds and subject to the satisfaction of the conditions set forth in Section 12.2 in all respects, the Company shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent, and the Company hereby authorizes, empowers, and directs the Administrative Agent, for the benefit of the Secured Parties and the Issuing Lender, to disburse directly, as a Loan hereunder, to the Issuing Xxxxxx, with notice to the Company in immediately available funds an amount equal to the stated amount of each draft drawn under each Letter of Credit plus all interest, costs and expenses, and fees due to the Issuing Lender pursuant to this Credit Agreement. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the applicable Issuing Lender is reimbursed by the Company therefor, payable on demand, protest at a rate per annum equal to the Base Rate from time to time in effect plus, beginning on the third (3rd) Business Day after receipt of notice from such Issuing Lender of such payment or other formalities of any kind disbursement, two percent (other than notice as provided in this subsection2%). In Each Issuing Lender shall notify the case of an LC Disbursement with respect to Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit denominated in an Alternative Currency, by the Borrower shall reimburse the Agent in such Alternative Currency, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt of the notice of drawing beneficiary thereunder; provided that the Borrower will reimburse the Agent in Dollars. In the case of any such reimbursement in Dollars failure of an LC Disbursement under a Letter of Credit denominated in an Alternative Currency, Issuing Lender to so notify the Company or the Administrative Agent shall notify not affect the Borrower of the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Agent shall promptly pay to each Revolving Credit Lender that has acquired a participation therein under the second sentence of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment Percentage, as applicable, rights of such paymentIssuing Lender or the Lenders in any manner whatsoever.

Reimbursement Obligations. Upon receipt All indebtedness, liabilities or obligations whatsoever arising or incurred in connection with any Letter of Credit or Letter of Credit Guaranty shall be incurred solely as an accommodation to Borrower and for Borrower's account. Borrower shall reimburse Lender for the total amount of all sums paid by Lender under the Agent terms of any Letter of Credit or Letter of Credit Guaranty, any drawing or demand under any Letter of Credit or Letter of Credit Guaranty, or any additional or further liability which may accrue against Lender in connection with a Letter of Credit or Letter of Credit Guaranty, immediately upon the date of payment by Lender (either with the proceeds of a Revolver Loan obtained hereunder or otherwise). If Borrower shall fail to reimburse Lender as provided herein, the unreimbursed amount of such payment by Lender shall bear interest, compounded monthly, at a per annum rate equal to the same rate applicable to the Revolver Loans until such amount is paid in full. The reimbursement obligations of Borrower hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment Borrower may claim or have against Lender, the beneficiary of the Letter of Credit or the Letter of Credit Guaranty drawn upon or any other Person, including, without limitation, (i) any defense based on any failure of Borrower to receive consideration, (ii) the legality, validity, regularity or unenforceability of the Letter of Credit or Letter of Credit Guaranty or any agreement or instrument related thereto, (iii) any amendment or waiver of any consent to departure from the terms of the Letter of Credit or any Letter of Credit Guaranty or any agreement or instrument related thereto, (iv) any statement, draft or other document presented under a Letter of Credit or Letter of Credit Guaranty proving to be forged, fraudulent, invalid or insufficient in any respect, or any statement therein being untrue or inaccurate in any respect whatsoever, except if resulting from Lender's gross negligence in accepting any such forged or fraudulent draft or document, (v) the surrender or impairment of any Collateral, or (vi) the existence of any claim, setoff, defense or other right which Borrower may have against the beneficiary of a Letter of Credit of any demand for payment under such Letter of Credit, the Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; provided, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on Guaranty or prior to the date on which payment is to be made by the Agent to the beneficiary thereunderany other Person, without presentment, demand, protest or other formalities of whether in connection with any kind (other than notice as provided in this subsection). In the case of an LC Disbursement with respect to any Letter of Credit denominated in an Alternative Currency, the Borrower shall reimburse the Agent in such Alternative Currency, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt of the notice of drawing that the Borrower will reimburse the Agent in Dollars. In the case of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated in an Alternative Currency, the Agent shall notify the Borrower of the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Agent shall promptly pay to each Revolving Credit Lender that has acquired a participation therein under the second sentence of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage agreements or Alternative Currency Revolving Commitment Percentage, as applicable, of such paymentdocuments related thereto or otherwise.

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of (i) The Borrower hereby agrees to reimburse (or cause any LC Obligor for whose account a Letter of Credit of any demand for was issued to reimburse) each LC Issuer, by making payment under directly to such Letter of Credit, LC Issuer in immediately available funds at the Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result payment office of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; providedLC Issuer, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in for any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement Unpaid Drawing with respect to any Letter of Credit denominated within one Business Day after such LC Issuer notifies the Borrower (or any such other LC Obligor for whose account such Letter of Credit was issued) of such payment or disbursement (which notice to the Borrower (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in the same currency in which such Letter of Credit was made, with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (New York City time) within one Business Day of such payment or disbursement, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.11(a) that are LIBOR Loans or, if not reimbursed within one Business Day after such notice, at the Default Rate, any such interest also to be payable on demand. If by 1:00 P.M. (New York City time) on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Alternative CurrencyUnpaid Drawing, the Borrower shall reimburse or the Agent in relevant LC Obligor has not made such Alternative Currencyreimbursement out of its available cash on hand or, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt case of the notice of drawing that Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the Borrower), (x) the Borrower will reimburse in each case be deemed to have given a Notice of Borrowing for Revolving Loans that are Base Rate Loans which shall be denominated in the Agent same currency in Dollars. In which the case of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated was made, in an Alternative Currency, aggregate principal amount (or Dollar equivalent of such amount as applicable in the Agent shall notify the Borrower of the Dollar Equivalent of the amount sole discretion of the LC Disbursement promptly following Issuer) sufficient to reimburse such Unpaid Drawing (and the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Administrative Agent shall promptly pay give notice to each Revolving Credit Lender that has acquired a participation therein under the second sentence of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment Percentage, as applicable, Lenders of such payment.deemed Notice of Borrowing, and such deemed Notice of Borrowing is not required to comply with the requirements specified in Section 2.08),

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of (i) The Borrower hereby agrees to reimburse (or cause any LC Obligor for whose account a Letter of Credit of any demand for was issued to reimburse) each LC Issuer, by making payment under directly to such Letter of Credit, LC Issuer in immediately available funds at the Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result payment office of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; providedLC Issuer, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in for any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement Unpaid Drawing with respect to any Letter of Credit denominated immediately after, and in any event on the date on which, such LC Issuer notifies the Borrower (or any such other LC Obligor for whose account such Letter of Credit was issued) of such payment or disbursement (which notice to the Borrower (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars or in the applicable Designated Foreign Currency in which such Letter of Credit is denominated, with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office of the applicable LC Issuer) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.08(a)(i) that are Base Rate Loans or, if not reimbursed on the date of such payment or disbursement, at the Default Rate, any such interest also to be payable on demand. If by 12:00 Noon on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Alternative CurrencyUnpaid Drawing, the Borrower shall reimburse or the Agent in relevant LC Obligor has not made such Alternative Currencyreimbursement out of its available cash on hand or, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt case of the notice of drawing that Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the Borrower), (x) the Borrower will reimburse the Agent in Dollars. In the each case be deemed to have given a Notice of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated Borrowing for Revolving Loans that are Base Rate Loans in an Alternative Currency, the Agent shall notify the Borrower of the aggregate Dollar Equivalent of principal amount sufficient to reimburse such Unpaid Drawing (and the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Administrative Agent shall promptly pay give notice to each the Lenders of such deemed Notice of Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Credit Lender that has acquired a participation therein Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and (z) the second sentence proceeds of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment PercentageLoans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, as applicable, with any excess proceeds to be made available to the Borrower in accordance with the applicable provisions of such paymentthis Agreement.

Reimbursement Obligations. Upon receipt Borrowers shall reimburse Agent for all Extraordinary Expenses. Borrowers shall also reimburse Agent for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by the Agent from the beneficiary of a Letter of Credit it in connection with (a) negotiation and preparation of any demand for payment under such Letter Loan Documents, including any amendment or other modification thereof; (b) administration of Creditand actions relating to any Collateral, the Agent shall promptly notify the Borrower Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of the amount to be paid by the Agent as a result of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; provided, however, the Agent’s failure Liens on any Collateral, to give, maintain any insurance required hereunder or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally to verify Collateral; and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior (c) subject to the date on which payment is to be made by the Agent to the beneficiary thereunderlimits of Section 10.1.1(b), without presentmenteach inspection, demand, protest audit or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement appraisal with respect to any Letter Obligor or Collateral, prepared by a third party. If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificate), it is reasonably determined prior to Full Payment of Credit denominated in an Alternative Currencyall of the Obligations that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, the proper Applicable Margin shall be applied retroactively and Borrowers shall within three (3) Business Days of request, pay to Agent, for the Pro Rata benefit of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper Applicable Margin and the amount actually paid. All amounts payable by Borrowers under this Section 3.4 shall be due within thirty (30) days of receipt by the Borrower Agent of an invoice relating thereto setting forth such expense in reasonable detail (other than with respect to fees and expenses accrued through the Closing Date, which shall reimburse be paid (a) on the Agent in Closing Date if such Alternative Currency, unless documentation reasonably supporting such fees and expenses is provided within three (A3) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollarsdays prior to the Closing Date, or (Bb) within three (3) Business Days after delivery of such supporting documentation if not timely delivered before the Closing Date). All such reimbursement obligations, including Extraordinary Expenses, shall be limited, in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt of the notice of drawing that the Borrower will reimburse the Agent in Dollars. In the case of any such reimbursement in Dollars legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of an LC Disbursement under a Letter of Credit denominated in an Alternative Currencyone primary counsel to Agent, plus, if reasonably necessary, one primary counsel to the Agent and the Lenders, taken as a whole, plus, if reasonably necessary, one local counsel in each applicable jurisdiction which, in each case, shall notify exclude allocated costs of in-house counsel and, in the Borrower case of other consultants and advisers, to the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Agent shall promptly pay to each Revolving Credit Lender that has acquired a participation therein under the second sentence of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment Percentage, as applicable, reasonable and documented fees and expenses of such paymentPerson.

Reimbursement Obligations. Upon receipt by To induce LC Issuer to issue and maintain LCs and to induce Lenders to participate in issued LCs, Borrower agrees to pay or reimburse LC Issuer (i) on the Agent from date on which any draft is presented under any LC, the beneficiary of a Letter of Credit amount of any demand for payment under such Letter of Credit, the Agent shall promptly notify the Borrower of the amount draft paid or to be paid by the Agent as a result of such demand LC Issuer, and (the “Reimbursement Obligations”ii) and the date on which payment is to be made by the Agent to such beneficiary in respect of such promptly, upon demand; provided, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior any applicable fees (in addition to the date on Fees described in Section 3.8) which payment is LC Issuer customarily charges to a Person similarly situated in the ordinary course of its business for amending LC Agreements, for honoring drafts under letters of credit, and taking similar action in connection with letters of credit; provided that, (x) if Borrower has not reimbursed LC Issuer for any drafts paid or to be made paid within 24 hours of demand therefor by the LC Issuer, Administrative Agent is hereby irrevocably authorized to fund such reimbursement obligation as a Loan to the beneficiary thereunderextent of availability, without presentment, demand, protest or other formalities of any kind and if the conditions precedent in this Agreement for such a Loan (other than any notice as provided requirements or minimum funding amounts) have, to Administrative Agent’s knowledge, been satisfied. The proceeds of such Loan shall be remitted by Administrative Agent directly to LC Issuer in this subsection). In the case payment of an LC Disbursement Borrower’s reimbursement obligation with respect to the draft under the LC; and (y) if for any Letter reason, funds are not advanced pursuant to this Agreement, then Borrower’s reimbursement obligation shall continue to be due and payable. Borrower’s obligations under this Section 2.3(d) shall be absolute and unconditional under any and all circumstances and irrespective of Credit denominated any setoff, counterclaim, or defense to payment which Borrower may have at any time against LC Issuer or any other Person, and shall be made in an Alternative Currencyaccordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, any of the Borrower shall reimburse the Agent in such Alternative Currency, unless following circumstances: (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, any lack of validity or (B) in the absence enforceability of this Agreement or any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt of the notice of drawing that the Borrower will reimburse the Agent in Dollars. In the case of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated in an Alternative Currency, the Agent shall notify the Borrower of the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Agent shall promptly pay to each Revolving Credit Lender that has acquired a participation therein under the second sentence of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment Percentage, as applicable, of such payment.Loan

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of a Letter of Credit of any demand for payment under such Letter of Credit, the Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result of such demand (the “Reimbursement Obligations”i) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; provided, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for Lender, by making payment under such Letter of Credit on or prior directly to the date on which payment is to be made by Lender in immediately available funds at the Agent to the beneficiary thereunderPayment Office, without presentment, demand, protest or other formalities of for any kind (other than notice as provided in this subsection). In the case of an LC Disbursement Unpaid Drawing with respect to any Letter of Credit denominated immediately after, and in any event on the date on which, the Lender notifies the Borrower of such payment or disbursement (which notice to the Borrower shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars, with interest on the amount so paid or disbursed by the Lender, to the extent not reimbursed prior to 1:00 P.M. (local time at the Payment Office) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date the Lender is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.05(a) or, if not reimbursed on the date of such payment or disbursement, at the Default Rate, any such interest also to be payable on demand. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Alternative CurrencyUnpaid Drawing, the Borrower shall reimburse has not made such reimbursement out of its available cash on hand or a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the Agent in such Alternative CurrencyBorrower), unless (Ax) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt of the notice of drawing that the Borrower will in each case be deemed to have given a Notice of Borrowing for Revolving Loans in an aggregate principal amount sufficient to reimburse such Unpaid Drawing, (y) the Agent in Dollars. In Lender shall, unless it is legally prohibited from doing so, make the case Revolving Loans contemplated by such deemed Notice of any Borrowing (which Revolving Loans shall be considered made under Section 2.01), and (z) the proceeds of such Revolving Loans shall be disbursed directly to the Lender to the extent necessary to effect such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated in an Alternative Currency, the Agent shall notify the Borrower and repayment of the Dollar Equivalent of Unpaid Drawing, with any excess proceeds to be made available to the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Agent shall promptly pay to each Revolving Credit Lender that has acquired a participation therein under the second sentence of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment Percentage, as applicable, of such paymentBorrower.

Reimbursement Obligations. Upon receipt by The U.S. Borrower is, and, as applicable, the Agent from Canadian Borrower and the beneficiary of a U.S. Borrower jointly and severally are, or the U.S. Subsidiary Guarantor that is co-applicant and the U.S. Borrower jointly and severally are, absolutely, unconditionally and irrevocably obligated to reimburse the applicable Issuing Bank for all amounts drawn under each Letter of Credit issued by such Issuing Bank. In the event that the Canadian Borrower is a co-applicant on any Letter of Credit and there is an enforceable primary obligation of the Canadian Borrower to reimburse the applicable Issuing Bank for any demand for payment drawings under such Letter of Credit, the Agent U.S. Borrower shall promptly notify the Borrower of the amount not be obligated to be paid by the Agent as a result of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary pay any reimbursement obligations in respect of such demandLetter of Credit until the Canadian Borrower fails to make the payment when due; provided, however, the Agent’s failure to give, or delay in giving, such notice Issuing Bank shall not discharge be required to make any demands or exercise any rights or remedies relative to the Canadian Borrower prior to the time that the U.S. Borrower’s obligations to pay are effective; and provided, further, the Canadian Borrower shall be unconditionally liable for all reimbursement obligations in respect of all Letters of Credit for which it is a co-applicant. Nothing in the preceding sentence shall limit any obligations of the U.S. Borrower in respect of any RC Loans made pursuant to this Agreement, including those deemed requested by the U.S. Borrower pursuant to this Section 3.1. For the avoidance of doubt, the Canadian Borrower shall have no obligations with respect to any Letters of Credit on which it is not a co-applicant. If any draft is presented under a Letter of Credit, and payment is made by an Issuing Bank, the U.S. Borrower or applicable co-applicant shall promptly reimburse such Issuing Bank in accordance with the terms of the applicable reimbursement agreement entered into in connection therewith. If such Issuing Bank is not so reimbursed on such date as is provided in the applicable reimbursement agreement, then if the payment is required to be made at any time on or before the Maturity Date and if the applicable Issuing Bank so requests of the Agent in writing, then payment by such Issuing Bank of such draft shall be deemed to constitute a request for a RC Loan (which is a Base Rate Loan) hereunder, the proceeds of which are used to reimburse such Issuing Bank (without regard to any required notice periods, Available Commitment amount or minimum advance requirements, all of which are waived for this purpose) and interest shall accrue from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for date such Issuing Bank makes payment on such draft under such Letter of Credit on or prior to the date on which payment Credit; provided, however, if there is to be made by the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection). In the case of not then an LC Disbursement with respect to any Letter of Credit denominated Available Commitment in an Alternative Currency, the Borrower shall reimburse the Agent in such Alternative Currency, unless (A) such Agent (amount at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt of the notice of drawing that the Borrower will reimburse the Agent in Dollars. In the case of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated in an Alternative Currency, the Agent shall notify the Borrower of the Dollar Equivalent of least equal to the amount of the LC Disbursement promptly following draw, the determination thereofU.S. Borrower shall repay the excess amount of the Loan within one Business Day after the date that such Issuing Bank or Agent notifies the U.S. Borrower of such deemed Loan. Upon receipt by Without limiting any other rights or remedies of the Agent of any payment in respect of any Reimbursement ObligationIssuing Banks, the Agent shall promptly pay to each Revolving Credit Lender or Lenders hereunder, under other Loan Documents or at law, the U.S. Borrower and the Canadian Borrower further agree that has acquired such Issuing Bank may reimburse itself for such drawing at any time when there is no Available Commitment from the balance in any other account of the U.S. Borrower or if the Canadian Borrower or a participation therein under U.S. Subsidiary Guarantor is a co-applicant, then from any account of the second sentence of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage Canadian Borrower or Alternative Currency Revolving Commitment PercentageU.S. Subsidiary Guarantor, as applicable, of maintained with such paymentIssuing Bank.

Reimbursement Obligations. Upon receipt by To induce LC Issuer to issue and maintain LCs and to induce Lenders to participate in issued LCs, Borrower agrees to pay or reimburse LC Issuer (i) on the Agent from date on which any draft is presented under any LC, the beneficiary of a Letter of Credit amount of any demand for payment under such Letter of Credit, the Agent shall promptly notify the Borrower of the amount draft paid or to be paid by LC Issuer, and (ii) promptly, upon demand, the amount of any applicable fees (in addition to the Fees described in SECTION 3.8) which LC Issuer customarily charges to a Person similarly situated in the ordinary course of its business for amending LC Agreements, for honoring drafts under letters of credit, and taking similar action in connection with letters of credit; provided that, (x) if Borrower has not reimbursed LC Issuer for any drafts paid or to be paid within 24 hours of demand therefor by LC Issuer, Administrative Agent is hereby irrevocably authorized to fund such reimbursement obligation as a result Loan to the extent of availability, and if the conditions precedent in this Agreement for such a Loan (other than any notice requirements or minimum funding amounts) have, to Administrative Agent's knowledge, been satisfied. The proceeds of such demand Loan shall be remitted by Administrative Agent directly to LC Issuer in payment of Borrower's reimbursement obligation with respect to the draft under the LC; and (y) if for any reason, funds are not advanced pursuant to this Agreement, then Borrower's reimbursement obligation shall continue to be due and payable. Borrower's obligations under this SECTION 2.3(C) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim, or defense to payment which Borrower may have at any time against LC Issuer or any other Person, and shall be made in accordance with the “Reimbursement Obligations”terms and conditions of this Agreement under all circumstances, including, without limitation, any of the following circumstances: (A) any lack of validity or enforceability of this Agreement or any of the Loan Documents; (B) the existence of any claim, setoff, defense, or other right which Borrower may have at any time against a beneficiary named in a LC, any transferee of any LC (or any Person for whom any such transferee may be acting), LC Issuer, any Lender, or any other Person, whether in connection with this Agreement, any LC, the transactions contemplated herein, or any unrelated transactions (including any underlying transaction between Borrower and the date on which payment is beneficiary named in any such LC); (C) any draft, certificate, or any other document presented under the LC proving to be made by the Agent to such beneficiary in respect of such demand; providedforged, howeverfraudulent, the Agent’s failure to giveinvalid, or delay in giving, such notice shall not discharge the Borrower insufficient in any respect or any statement therein being untrue or inaccurate in any respect; and (D) the occurrence of any Default or Event of Default. To the extent any funding of a draft has been made by Lenders pursuant to SECTION 2.3(E) or under this Agreement, LC Issuer shall promptly distribute any such payments received from Borrower with respect to such draft to all Lenders funding such draft according to their ratable share. Interest on any amounts remaining unpaid by Borrower (and unfunded by the applicable Reimbursement Obligation. The Borrower hereby unconditionally proceeds of a Loan under this Agreement) under this clause at any time from and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior to after the date on which payment is such amounts become payable until paid in full shall be payable by Borrower to be made by LC Issuer at the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection)Post-Default Rate. In the case of an event any payment by Borrower received by LC Disbursement Issuer with respect to any Letter an LC and distributed to Lenders on account of Credit denominated in an Alternative Currencytheir participations therein is thereafter set aside, the Borrower shall reimburse the Agent in such Alternative Currency, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollarsavoided, or (B) recovered from LC Issuer in the absence of connection with any receivership, liquidation, or bankruptcy proceeding, each Lender which received such requirement for reimbursement in Dollarsdistribution shall, the Borrower shall have notified the Agent promptly following receipt of the notice of drawing that the Borrower will reimburse the Agent in Dollars. In the case of any upon demand by LC Issuer, contribute such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated in an Alternative Currency, the Agent shall notify the Borrower of the Dollar Equivalent Lender's ratable portion of the amount of set aside, avoided, or recovered, together with interest at the rate required to be paid by LC Disbursement promptly following Issuer upon the determination thereof. Upon receipt amount required to be repaid by the Agent of any payment in respect of any Reimbursement Obligation, the Agent shall promptly pay to each Revolving Credit Lender that has acquired a participation therein under the second sentence of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment Percentage, as applicable, of such paymentit.

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of a Letter of Credit of any demand for payment under such Letter of Credit, the Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result of such demand (the “Reimbursement Obligations”i) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; provided, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent applicable LC Issuer, by making payment directly to such LC Issuer in immediately available funds at the payment office of such LC Issuer, for the amount of each demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement Unpaid Drawing with respect to any Letter of Credit denominated immediately after, and in any event on the date on which, such LC Issuer notifies the Borrower of such payment or disbursement (which notice to the Borrower shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars in which such Letter of Credit is denominated, with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office of such LC Issuer) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to ‎Section 2.08(a) that are Base Rate Loans or, if not reimbursed on the date of such payment or disbursement, at the Default Rate, any such interest also to be payable on demand. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Alternative CurrencyUnpaid Drawing, the Borrower shall reimburse the Agent in has not made such Alternative Currencyreimbursement out of its available cash on hand or, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt case of the notice of drawing that Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the Borrower), (w) the applicable LC Issuer shall so notify the Administrative Agent, (x) the Borrower will reimburse the Agent in Dollars. In the each case be deemed to have given a Notice of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated Borrowing for Revolving Loans that are Base Rate Loans in an Alternative Currency, aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Agent shall notify the Borrower of the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Administrative Agent shall promptly pay give notice to each the Lenders of such deemed Notice of Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Credit Lender that has acquired a participation therein Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under ‎Section 2.01), and (z) the second sentence proceeds of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment PercentageLoans shall be disbursed directly to such LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, as applicable, with any excess proceeds to be made available to the Borrower in accordance with the applicable provisions of such paymentthis Agreement.

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of a Letter of Credit of any demand for payment under such Letter of Credit, the Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; provided, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent Issuing Lender for each payment or disbursement made by the amount Issuing Lender under any Letter of each Credit honoring any demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentmentin each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by Borrower therefor, payable on demand, protest or other formalities of at a rate per annum equal to the Base Rate from time to time in effect plus the Applicable Margin, if any, from time to time in effect. The Issuing Lender shall notify Borrower and the Agent whenever any kind (other than notice as provided in this subsection). In the case of an LC Disbursement with respect to demand for payment is made under any Letter of Credit denominated by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify Borrower or the Agent shall not affect the rights of the Issuing Lender or the Lenders in an Alternative Currencyany manner whatsoever. Borrower's reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which Borrower may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Agent, the Issuing Lender, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between Borrower shall reimburse and the Agent beneficiary named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such Alternative Currencydocument should later prove to have been forged, unless (A) such Agent (at its option) fraudulent, invalid or insufficient in any respect or any statement therein shall have specified been untrue or inaccurate in such notice that it will require reimbursement in Dollarsany respect, or (Bd) in the absence surrender or impairment of any such requirement security for reimbursement in Dollarsthe performance or observance of any of the terms hereof. Without limiting the foregoing, the Borrower shall have notified no action or omission whatsoever by the Agent promptly following receipt of or any Lender (excluding any Lender in its capacity as the notice of drawing that the Borrower will reimburse the Agent Issuing Lender) under or in Dollars. In the case of connection with any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated or any related matters shall result in an Alternative Currency, any liability of the Agent shall notify the or any Lender to Borrower, or relieve Borrower of the Dollar Equivalent any of the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of its obligations hereunder to any payment in respect of any Reimbursement Obligationsuch Person, the Agent shall promptly pay to each Revolving Credit Lender that has acquired unless such liability is a participation therein under the second sentence of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment Percentage, as applicable, result of such paymentPerson's gross negligence or willful misconduct.

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of a Letter of Credit of any demand for payment under such Letter of Credit, the Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; provided, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement with respect to any a Letter of Credit denominated in an Alternative Currency, the Borrower Company shall reimburse the Agent applicable Issuing Lender in such Alternative Currency, unless (A) such Agent Issuing Lender (at its option) shall have specified in notified the Company (either generally or with respect to a particular Letter of Credit) that such notice that it Issuing Lender will require reimbursement in Dollars, Dollars or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower Company shall have notified the Agent such Issuing Lender promptly following receipt of the notice of drawing that the Borrower Company will reimburse the Agent such Issuing Lender in Dollars. In the case of any such reimbursement in Dollars of an LC Disbursement a drawing under a Letter of Credit denominated in an Alternative Currency, the Agent applicable Issuing Lender shall notify the Borrower Company of the Dollar Equivalent Amount of the amount of the LC Disbursement drawing promptly following the determination thereof. Upon receipt by Not later than (i) 11:00 a.m. on the Agent date of any payment by an Issuing Lender under a Letter of Credit to be reimbursed in respect Dollars or (ii) the Applicable Time on the date of any Reimbursement Obligationpayment by an Issuing Lender under a Letter of Credit to be reimbursed in an Alternative Currency (each such date, an “Honor Date”), or (in each case) not later than the time specified above on the Business Day immediately following the Honor Date if the Company does not receive notice of the applicable payment by 10:00 a.m. on the Honor Date (in which case the Company shall pay interest on the amount of the applicable payment for the period from the Honor Date to the date such payment is due at a rate per annum equal to (x) in the case of a payment in Dollars, the rate applicable to Base Rate Loans, and (y) in any other case, the rate reasonably determined by the applicable Issuing Lender to be its cost of funds in the applicable currency for such period plus the Alternative Currency Daily Rate Margin or Alternative Currency Term Rate Margin, as applicable), the Company shall reimburse such Issuing Lender through the Administrative Agent for each payment or disbursement made by such Issuing Lender under any Letter of Credit issued for the account of the Parent, the Company or any Subsidiary of the Company honoring any demand for payment made by the beneficiary thereunder. If the Company fails to reimburse the applicable Issuing Lender by the date and time specified in the preceding sentence, the Administrative Agent shall promptly pay to notify each Revolving Credit Lender that has acquired a participation therein under of the second sentence Dollar Equivalent Amount of Section 2.2(ithe unreimbursed drawing (the “Unreimbursed Amount”) and the amount of such Revolving Credit Lender’s Dollar Percentage thereof. In such event, the Company shall be deemed to have requested a borrowing of Revolving Loans to be disbursed on such date in an amount equal to such Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.2 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Commitment Percentage Amount and the conditions set forth in Section 11.2.1. Any Unreimbursed Amount not reimbursed on the date required above shall bear interest from the date such Unreimbursed Amount was due to the date such amount is paid (by the making of Base Rate Loans or Alternative Currency Revolving Commitment Percentageotherwise) at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin plus, as applicable, beginning on the third Business Day after receipt of notice from such Issuing Lender of such paymentpayment or disbursement, 2%. The applicable Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of such Issuing Lender to so notify the Company shall not affect the rights of such Issuing Lender or the Lenders in any manner whatsoever.

Reimbursement Obligations. Upon receipt The Borrower shall be irrevocably and unconditionally obligated forthwith to reimburse each Issuing Lender in Dollars or, subject to this Section 2.05(i), the relevant Available Foreign Currency, as applicable, for any amounts paid by the Agent from the beneficiary of a Letter of Credit of such Issuing Lender upon any demand for payment drawing under such any Letter of Credit, together with any and all reasonable charges and expenses which the Agent shall promptly notify the Borrower of Issuing Lender may pay or incur relative to such drawing and interest on the amount drawn, in the case of a Revolving Letter of Credit, at the rate applicable to be paid by Revolving Base Rate Loans, and in the Agent as case of a result Credit-Linked Letter of such demand (Credit, at the “Reimbursement Obligations”) Credit-Linked LC Margin for each day from and including the date on which such amount is drawn to but excluding the date such reimbursement payment is to be made by the Agent to such beneficiary due and payable; provided that, in respect of such demand; provided, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement made under a Foreign Currency Letter of Credit, the amount of interest due with respect to thereto shall (i) in the case of any Letter of Credit denominated in an Alternative CurrencyLC Disbursement that is reimbursed on or before the third Business Day immediately succeeding such LC Disbursement, the Borrower shall reimburse the Agent in such Alternative Currency, unless (A) such Agent (at its option) shall have specified be payable in such notice that it will require reimbursement in Dollars, or the applicable Available Foreign Currency and (B) if not reimbursed on the date of such LC Disbursement, bear interest at a rate equal to the rate reasonably determined by the applicable Issuing Lender to be the cost to such Issuing Lender of funding such LC Disbursement plus (x) in the absence case of a Revolving Foreign Currency Letter of Credit, the Applicable Margin applicable to Revolving Eurocurrency Loans at such time and (y), in the case of a Credit-Linked Foreign Currency Letter of Credit, the Credit-Linked LC Margin at such time, and (ii) in the case of any LC Disbursement that is reimbursed after the third Business Day immediately succeeding such requirement LC Disbursement (A) be payable in Dollars and (B) accrue interest on the Dollar Amount thereof, calculated using the Exchange Rate in effect on the date such LC Disbursement was made, at the rate per annum then applicable to (x) in the case of Revolving Letters of Credit, Revolving Base Rate Loans and (y) in the case of Credit-Linked Letters of Credit, Credit-Linked Loans. Such reimbursement payment shall be due and payable (i) at or before 2:00 P.M. (New York time or the relevant local time, as applicable) on the third Business Day after the date the Issuing Lender notifies the Borrower of such drawing; provided that no payment otherwise required by this sentence to be made by the Borrower at or before 2:00 P.M. (New York time or the relevant local time, as applicable) on any day shall be overdue hereunder if arrangements for such payment satisfactory to the applicable Issuing Lender, in its reasonable discretion, shall have been made by the Borrower at or before 2:00 P.M. (New York time or the relevant local time, as applicable) on such day and such payment is actually made at or before 3:00 P.M. (New York time or the relevant local time, as applicable) on such day. If the Borrower’s reimbursement of, or obligation to reimburse, any amounts in any Available Foreign Currency would subject the Administrative Agent, the applicable Issuing Lender or any Lender to any stamp duty, ad valorem charge or similar tax that would not be payable if such reimbursement were made or required to be made in Dollars, the Borrower shall, at its option, either (i) pay the amount of such tax requested by the Administrative Agent, the relevant Issuing Lender or the relevant Lender or (ii) reimburse each LC Disbursement made in such Available Foreign Currency in Dollars, in an amount equal to the Dollar Amount thereof, calculated using the applicable Exchange Rate in effect on the date such LC Disbursement is made. If the Borrower fails to make any reimbursement when due hereunder, then (i) if such payment relates to a Foreign Currency Letter of Credit, automatically and with no further action required, the Borrower’s obligation to reimburse the applicable Issuing Lender and each other Domestic Revolving Lender or Credit-Linked LC Lender, as the case may be, for the applicable LC Disbursement shall have notified be permanently converted into an obligation to reimburse the Dollar Amount thereof, calculated using the Exchange Rate in effect on the date when such payment was due and (ii) the Administrative Agent shall promptly following receipt notify the applicable Issuing Lender and each other Domestic Revolving Lender or Credit-Linked LC Lender, as the case may be, of the notice applicable LC Disbursement, the Dollar Amount thereof (if such LC Disbursement relates to a Foreign Currency Letter of drawing that Credit) and the payment then due from the Borrower will reimburse the Agent in Dollarsrespect thereof. In addition to the foregoing, the Borrower agrees to pay to the Issuing Lender interest, payable on demand, on any and all amounts not paid by the Borrower to the Issuing Lender when due under this subsection (i), for each day from and including the date when such amount becomes due to but excluding the date such amount is paid in full, whether before or after judgment, at a rate per annum equal to the sum of 2.00% plus the rate applicable to Revolving Base Rate Loans for such day, in the case of any Revolving Letters of Credit, and the Credit-Linked LC Margin then in effect for such reimbursement day for Credit-Linked LC Loans, in Dollars the case of an LC Disbursement under a Letter Credit-Linked Letters of Credit denominated Credit. Subject to the satisfaction of all applicable conditions set forth in an Alternative CurrencyArticle IV, the Agent shall notify Borrower may, at its option, in the case of Revolving LC Disbursements, utilize the Revolving Commitments, and in the case of Credit-Linked LC Disbursements, utilize the Credit-Linked LC Commitments, or in either case, make other arrangements for payment satisfactory to the Issuing Lender for the reimbursement of all LC Disbursements as required by this subsection (i). Each reimbursement payment to be made by the Borrower of pursuant to this subsection (i) shall be made to the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment Issuing Lender in respect of any Reimbursement Obligation, the Agent shall promptly pay Federal or other funds immediately available to each Revolving Credit Lender that has acquired a participation therein under the second sentence of it at its address referred to in Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment Percentage, as applicable, of such payment10.01.

Reimbursement Obligations. Upon receipt by To induce LC Issuer to maintain the Agent from Existing LCs and to induce Lenders to participate in the beneficiary of a Letter of Credit of any demand for payment under such Letter of CreditExisting LCs, the Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; provided, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and or reimburse the Agent for the amount of each demand for payment under such Letter of Credit LC Issuer (through Administrative Agent) (i) on or prior to the date on which of any payment is by LC Issuer under an Existing LC, the amount of any draft paid or to be paid by LC Issuer, and (ii) promptly, upon demand, the amount of any applicable fees (in addition to the Fees described in Section 3.8) which LC Issuer customarily charges to a Person similarly situated in the ordinary course of its business for honoring drafts under letters of credit, and taking similar action in connection with letters of credit. If Borrower fails to reimburse LC Issuer for any drafts paid by LC Issuer on the date of LC Issuer’s payment thereof (the amount of any such unreimbursed drawing being referred to herein as the “Unreimbursed Amount”), Borrower shall be obligated to pay LC Issuer interest on all such amounts remaining unpaid at the Post-Default Rate until paid in full. Borrower’s obligations under this Section 2.2(c) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim, or defense to payment which Borrower may have at any time against LC Issuer or any other Person, and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including any of the following circumstances: (A) any lack of validity or enforceability of this Agreement or any of the Loan Documents; (B) the existence of any claim, setoff, defense, or other right which Borrower may have at any time against a beneficiary named in an Existing LC, any transferee of any Existing LC (or any Person for whom any such transferee may be acting), LC Issuer, any Lender, or any other Person, whether in connection with this Agreement, any Existing LC, the transactions contemplated herein, or any unrelated transactions (including any underlying transaction between Borrower and the beneficiary named in any such Existing LC); (C) any draft, certificate, or any other document presented under the Existing LC proving to be forged, fraudulent, invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (D) any payment by LC Issuer under such Existing LC against presentation of a draft or certificate that does not strictly comply with the terms of such LC; or any payment made by LC Issuer under such Existing LC to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the Agent to the beneficiary thereunderbenefit of creditors, without presentmentliquidator, demand, protest receiver or other formalities representative of or successor to any beneficiary or any transferee of such Existing LC, including any arising in connection with any proceeding under any Debtor Relief Law; (E) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, Borrower or any Subsidiary; and (F) the occurrence of any kind (other than notice as provided in this subsection)Default or Event of Default. In the case of an event any payment by Borrower received by LC Disbursement Issuer with respect to an Existing LC and distributed to Lenders on account of their participations therein is required to be returned under any Letter of Credit denominated in an Alternative Currency, the Borrower shall reimburse the Agent in such Alternative Currency, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt of the notice circumstances described in Section 12.17 (including pursuant to any settlement entered into by LC Issuer in its discretion) each Lender shall pay to Administrative Agent for the account of drawing that LC Issuer its Commitment Percentage thereof on demand of Administrative Agent, plus interest thereon from the Borrower will reimburse date of such demand to the Agent date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in Dollarseffect. In The obligations of Lenders under this clause shall survive the case of any such reimbursement payment in Dollars of an LC Disbursement under a Letter of Credit denominated in an Alternative Currency, the Agent shall notify the Borrower full of the Dollar Equivalent Obligations and the termination of the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Agent shall promptly pay to each Revolving Credit Lender that has acquired a participation therein under the second sentence of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment Percentage, as applicable, of such paymentthis Agreement.

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of a Letter of Credit of any demand for payment under such Letter of Credit, the Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result of such demand (the “Reimbursement Obligations”a) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; provided, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay reimburse Issuing Lender for each payment or disbursement made by Issuing Lender under any Letter of Credit honoring any demand for payment made thereunder, in each case on the date that such payment or disbursement is made. Issuing Lender shall promptly notify Borrower and reimburse Agent whenever any demand for payment is made under any Letter of Credit; provided that the failure of Issuing Lender to so notify Borrower shall not affect the rights of Issuing Lender or Lenders in any manner whatsoever. Any amount not reimbursed on the date of such payment or disbursement (whether or not through the making of a Loan pursuant to Section 2.3.4) shall bear interest from the date of such payment or disbursement to the date that Issuing Lender is reimbursed by Borrower therefor, payable on demand, at the interest rate per annum from time to time in effect for Revolving Loans which are Base Rate Loans; provided, that such rate shall increase by 2% if such reimbursement is not made within one Business Day; provided, however, that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Borrower shall have notified Agent and the Issuing Lender prior to 10:00 a.m. (Chicago time) on the Business Day following receipt of such notice that the Issuing Lender will be reimbursed for the amount of each demand for payment under such Letter of Credit with funds other than with the proceeds of Revolving Loans, the Borrower shall be deemed to have timely given a Notice of Borrowing to Agent requesting each Revolving Lender to make Revolving Loans which are Base Rate Loans on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement with respect to any such Letter of Credit denominated is honored in an Alternative Currencyamount equal to the amount of such Letter of Credit and Agent shall, if such Notice of Borrowing is deemed given, promptly notify the Lenders thereof and (ii) unless any of the events described in Section 8.1.3 shall have occurred (in which event the procedures of Section 2.3.4 shall apply), each such Revolving Lender shall, on the date such drawing is honored, make Revolving Loans which are Base Rate Loans in the amount of its Pro Rata Revolving Share of such Letter of Credit, the proceeds of which shall be applied directly by Agent to reimburse the Issuing Lender for the amount of such Letter of Credit; and provided, further, that, if for any reason, proceeds of Revolving Loans are not received by the Issuing Lender on such date in an amount equal to the amount of such drawing, the Borrower shall reimburse the Agent in Issuing Lender, on the Business Day immediately following the date such Alternative Currencydrawing is honored, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt of the notice of drawing that the Borrower will reimburse the Agent in Dollars. In the case of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated in an Alternative Currency, amount in same day funds equal to the Agent shall notify the Borrower of the Dollar Equivalent excess of the amount of such drawing over the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent amount of any payment in respect of any Reimbursement Obligation, the Agent shall promptly pay to each Revolving Credit Lender that has acquired a participation therein under the second sentence of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment PercentageLoans, as applicableif any, of which are so received, plus accrued interest on such paymentamount at the rate set forth in Section 2.7.1.

Reimbursement Obligations. Upon receipt (a) Borrowers shall pay, or reimburse Agent for Agent’s payment of, all Extraordinary Expenses incurred by the Agent from the beneficiary or paid by Agent, in each case within ten days of a Letter of Credit written request. Borrowers shall also reimburse Agent for all reasonable out-of-pocket legal (for outside counsel), accounting, appraisal, consulting, and other reasonable fees, costs and expenses incurred by it in connection with (i) negotiation and preparation of any demand for payment under such Letter Credit Documents, including any amendment or other modification thereof; (ii) administration of Creditand actions relating to any Collateral, the Agent shall promptly notify the Borrower Credit Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of the amount to be paid by the Agent as a result of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; provided, however, the Agent’s failure Liens on any Collateral, to give, maintain any insurance required hereunder or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally to verify Collateral; and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior (iii) subject to the date on which payment is to be made by the Agent to the beneficiary thereunderlimits of Section 9.1.10(b), without presentmenteach inspection, demand, protest audit or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement appraisal with respect to any Letter of Credit denominated in an Alternative Currency, the Borrower shall reimburse the Agent in such Alternative Currency, unless Obligor or Collateral; provided that (A) such Borrowers shall also reimburse Lenders (in addition to Agent) for all reasonable out-of-pocket legal fees, costs and expenses of one outside counsel to Lenders as a group in connection with any Enforcement Action (including any restructuring or work out) or in connection with the exercise, protection or enforcement of any rights or remedies of Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollarsand/or Lenders in, or in the monitoring of, any Insolvency Proceeding relating to any Obligor or its property, and (B) except as provided in the absence clause (A) above, such legal fees, costs and expenses reimbursable by Borrowers pursuant to this sentence shall be limited to one outside counsel of Agent plus one outside counsel of Agent in each jurisdiction of formation or organization of any Obligor or where any such requirement for reimbursement in DollarsObligor’s assets are located. Subject to the limitations set forth herein, the Borrower all out-of-pocket outside legal, accounting and consulting fees shall have notified the Agent promptly following receipt of the notice of drawing that the Borrower will reimburse the Agent in Dollars. In the case be charged to Borrowers by Agent’s professionals at their full hourly rates regardless of any reduced or alternative fee billing arrangements that Agent, any Lender or any of their Affiliates may have with such reimbursement in Dollars of an LC Disbursement professionals with respect to this or any other transaction. All amounts reimbursable by Borrowers under a Letter of Credit denominated in an Alternative Currency, the Agent this Section shall notify the Borrower of the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereof. Upon receipt constitute Obligations secured by the Agent Collateral and shall be payable within ten days of any payment in respect of any Reimbursement Obligation, the Agent shall promptly pay to each Revolving Credit Lender that has acquired a participation therein under the second sentence of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment Percentage, as applicable, of such paymentwritten request.

Reimbursement Obligations. Upon receipt by The Borrower is absolutely, unconditionally and irrevocably obligated to reimburse the Agent from the beneficiary Issuing Bank for all amounts drawn under each Letter of Credit. If any draft is presented under a Letter of Credit Credit, the payment of which is required to be made at any demand time on or before the Maturity Date, then, unless the Issuing Bank in its sole discretion agrees in writing to other mechanics for reimbursement, payment by the Issuing Bank of such draft shall constitute an RC Loan (which is a Base Rate Loan) hereunder the proceeds of which are used to reimburse the Issuing Bank (without regard to any required notice periods, Available RC Commitment amount or minimum advance requirements, all of which are waived for this purpose) and interest shall accrue from the date the Issuing Bank makes payment on such draft under such Letter of Credit, the Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; provided, however, the Agent’s failure if there is not then an Available RC Commitment in an amount at least equal to give, or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand the draw, Borrower shall immediately reimburse the Issuing Bank for payment any payments made by the Issuing Bank. If any draft is presented under such a Letter of Credit on Credit, the payment of which is required to be made after the Maturity Date or prior at the time when an Event of Default or Default shall have occurred and then be continuing, then the Borrower shall immediately pay to the Issuing Bank, in immediately available funds, the full amount of such draft together with interest thereon at a rate per annum then in effect for RC Loans which are Base Rate Loans from the date on which the Issuing Bank makes such payment of such draft until the date it receives full reimbursement for such payment from the Borrower. Without limiting any other rights to payment under the Loan Documents, the Borrower, for itself and on behalf of each Subsidiary, further agrees that the Issuing Bank may reimburse itself for such drawing at any time when there is no Available RC Commitment from the balance in any other account of the Borrower maintained with the Issuing Bank. Notwithstanding anything in this ARTICLE 3, the Issuing Bank shall be under no obligation to be made by issue any Letter of Credit if there is a Defaulting Lender, unless the Agent Issuing Bank has entered into arrangements satisfactory to the beneficiary thereunderIssuing Bank with the Borrower or such Lender to eliminate the Issuing Bank’s risk with respect to such Defaulting Lender. To the extent that the LC Outstandings exceed the amount of funds maintained in the Cash Collateral Account, without presentmentthe Lenders shall be deemed to have made RC Loans to the Borrower in the amount required by Section 3.1.9 (it being agreed that the Lenders are hereby directed to distribute the proceeds of such RC Loans to the Cash Collateral Account for application to any such LC Outstandings). Furthermore, demand, protest or other formalities of any kind (other than notice as provided notwithstanding anything to the contrary contained in this subsection). In the case of an LC Disbursement ARTICLE 3, any reimbursement obligations with respect to any Letter of Credit denominated in an Alternative Currency, the Borrower Unreimbursed Drawings shall reimburse the Agent in such Alternative Currency, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) first be satisfied by applying any amounts maintained in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt of the notice of drawing that the Borrower will reimburse the Agent in Dollars. In the case of any Cash Collateral Account to such reimbursement obligations until such Unreimbursed Drawings are satisfied in Dollars of an LC Disbursement under a Letter of Credit denominated full; provided, however that if there are insufficient funds in an Alternative Currencythe Cash Collateral Account to satisfy such Unreimbursed Drawings, the Agent such reimbursement obligations shall notify the Borrower of the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment be satisfied as otherwise set forth in respect of any Reimbursement Obligation, the Agent shall promptly pay to each Revolving Credit Lender that has acquired a participation therein under the second sentence of this Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment Percentage, as applicable, of such payment3.1.2.

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of (i) The Borrower hereby agrees to reimburse (or cause any LC Obligor for whose account a Letter of Credit of any demand for was issued to reimburse) each LC Issuer, by making payment under directly to such Letter of Credit, LC Issuer in immediately available funds at the Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result payment office of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; providedLC Issuer, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in for any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement Unpaid Drawing with respect to any Letter of Credit denominated within one Business Day after such LC Issuer notifies the Borrower (or any such other LC Obligor for whose account such Letter of Credit was issued) of such payment or disbursement (which notice to the Borrower (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in U.S. Dollars, with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (Local Time at the payment office of the applicable LC Issuer) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.11(a) that are EurodollarTerm SOFR Loans or, if not reimbursed within one Business Day after such notice, at the Default Rate, any such interest also to be payable on demand. If by 12:00 noon Local Time on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Alternative CurrencyUnpaid Drawing, the Borrower shall reimburse has not made such reimbursement out of their available cash on hand or a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the Agent in such Alternative CurrencyBorrower), unless (Ax) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt of the notice of drawing that the Borrower will reimburse the Agent in Dollars. In the case be deemed to have given a Notice of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated Borrowing for Revolving Loans that are Base Rate Loans in an Alternative Currency, aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Agent shall notify the Borrower of the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Administrative Agent shall promptly pay give notice to each the Lenders of such deemed Notice of Borrowing, and such deemed Notice of Borrowing is not required to comply with the requirements specified in Section 2.08), (y) the Lenders shall make the Revolving Credit Lender that has acquired a participation therein Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and (z) the second sentence proceeds of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment PercentageLoans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, as applicable, with any excess proceeds to be made available to the applicable Borrower in accordance with the applicable provisions of such paymentthis Agreement.

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of a The Borrower hereby agrees to reimburse each Letter of Credit of any demand for Issuer, by making payment under such Letter of Credit, the Agent shall promptly notify the Borrower of the amount directly to be paid by the Agent as a result of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; provided, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior to Issuer in immediately available funds at the date on which payment is to be made by the Agent to the beneficiary thereunderoffice of such Letter of Credit Issuer, without presentment, demand, protest or other formalities of for any kind (other than notice as provided in this subsection). In the case of an LC Disbursement Unpaid Drawing with respect to any Letter of Credit denominated immediately after, and in any event on the date on which, such Letter of Credit Issuer notifies the Borrower of such payment or disbursement (which notice to the Borrower shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars in which such Letter of Credit is denominated, with interest on the amount so paid or disbursed by such Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office of the applicable Letter of Credit Issuer) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such Letter of Credit Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.06 that are Base Rate Loans or, if not reimbursed on the date of such payment or disbursement, at the rate pursuant to Section 2.06(a)(ii), any such interest also to be payable on demand. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Alternative CurrencyUnpaid Drawing, the Borrower shall reimburse the Agent in has not made such Alternative Currencyreimbursement out of its available cash on hand or, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt case of the notice of drawing that Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the Borrower), (x) the Borrower will reimburse the Agent in Dollars. In the each case be deemed to have given a Notice of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated Borrowing for Revolving Loans that are Base Rate Loans in an Alternative Currency, the Agent shall notify the Borrower of the Dollar Equivalent of the aggregate principal amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, sufficient to reimburse such Unpaid Drawing (and the Agent shall promptly pay give notice to each the Lenders of such deemed Notice of Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Credit Lender that has acquired a participation therein Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.01), and (z) the second sentence proceeds of Section 2.2(i) such Revolving Loans shall be disbursed directly to the applicable Letter of Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment PercentageIssuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, as applicable, with any excess proceeds to be made available to the Borrower in accordance with the applicable provisions of such paymentthis Agreement.

Reimbursement Obligations. Upon receipt by (a) In the Agent from the beneficiary case of a Letter of Credit denominated in Dollars, the US Borrowers hereby unconditionally and irrevocably, and jointly and severally, agree to reimburse the Issuing Lender in Dollars for each payment or disbursement made by the Issuing Lender under any Letter of Credit honoring any demand for payment under such Letter of Credit, the Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; provided, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentment, demand, protest in each case on the date that such payment or other formalities of any kind (other than notice as provided in this subsection)disbursement is made. In the case of an LC Disbursement with respect to any Letter of Credit denominated in an Alternative Currency, the Borrower shall reimburse the Agent in such Alternative Currency, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt of the notice of drawing that the Borrower will reimburse the Agent in Dollars. In the case of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated in an Alternative Currency, the Agent US Borrowers hereby unconditionally, and jointly and severally agree, and the Non-US Borrower hereby unconditionally and irrevocably, and severally agrees, to reimburse the Issuing Lender in such Alternative Currency. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Borrowers therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The Issuing Lender shall notify the Borrower Borrowers and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Dollar Equivalent Issuing Lender to so notify the Borrowers or the Administrative Agent shall not affect the rights of the amount of Issuing Lender or the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of Lenders in any payment in respect of any Reimbursement Obligation, the Agent shall promptly pay to each Revolving Credit Lender that has acquired a participation therein under the second sentence of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment Percentage, as applicable, of such paymentmanner whatsoever.

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of a Letter of Credit of any demand for payment under such Letter of Credit, the Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; provided, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement with respect to any a Letter of Credit denominated in an Alternative Currency, the Borrower Company shall reimburse the Agent applicable Issuing Lender in such Alternative Currency, unless (A) such Agent Issuing Lender (at its option) shall have specified in notified the Company (either generally or with respect to a particular Letter of Credit) that such notice that it Issuing Lender will require reimbursement in Dollars, Dollars or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower Company shall have notified the Agent such Issuing Lender promptly following receipt of the notice of drawing that the Borrower Company will reimburse the Agent such Issuing Lender in Dollars. In the case of any such reimbursement in Dollars of an LC Disbursement a drawing under a Letter of Credit denominated in an Alternative Currency, the Agent applicable Issuing Lender shall notify the Borrower Company of the Dollar Equivalent Amount of the amount of the LC Disbursement drawing promptly following the determination thereof. Upon receipt by Not later than (i) 11:00 a.m. on the Agent date of any payment by an Issuing Lender under a Letter of Credit to be reimbursed in respect Dollars or (ii) the Applicable Time on the date of any Reimbursement Obligationpayment by an Issuing Lender under a Letter of Credit to be reimbursed in an Alternative Currency (each such date, an “Honor Date”), or (in each case) not later than the time specified above on the Business Day immediately following the Honor Date if the Company does not receive notice of the applicable payment by 10:00 a.m. on the Honor Date (in which case the Company shall pay interest on the amount of the applicable payment for the period from the Honor Date to the date such payment is due at a rate per annum equal to (x) in the case of a payment in Dollars, the rate applicable to Base Rate Loans, and (y) in any other case, the rate reasonably determined by the applicable Issuing Lender to be its cost of funds in the applicable currency for such period plus the Eurocurrency Margin), the Company shall reimburse such Issuing Lender through the Administrative Agent for each payment or disbursement made by such Issuing Lender under any Letter of Credit issued for the account of the Parent, the Company or any Subsidiary of the Company honoring any demand for payment made by the beneficiary thereunder. If the Company fails to reimburse the applicable Issuing Lender by the date and time specified in the preceding sentence, the Administrative Agent shall promptly pay to notify each Revolving Credit Lender that has acquired a participation therein under of the second sentence Dollar Equivalent Amount of Section 2.2(ithe unreimbursed drawing (the “Unreimbursed Amount”) and the amount of such Revolving Credit Lender’s Dollar Percentage thereof. In such event, the Company shall be deemed to have requested a borrowing of Revolving Loans to be disbursed on such date in an amount equal to such Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.2 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Commitment Percentage Amount and the conditions set forth in Section 11.2.1. Any Unreimbursed Amount not reimbursed on the date required above shall bear interest from the date such Unreimbursed Amount was due to the date such amount is paid (by the making of Base Rate Loans or Alternative Currency Revolving Commitment Percentageotherwise) at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin plus, as applicable, beginning on the third Business Day after receipt of notice from such Issuing Lender of such paymentpayment or disbursement, 2%. The applicable Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of such Issuing Lender to so notify the Company shall not affect the rights of such Issuing Lender or the Lenders in any manner whatsoever.

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of (A) Each Canadian Borrower hereby agrees to reimburse (or cause any LC Obligor for whose account a Canadian Letter of Credit was issued to reimburse) each LC Issuer, by making payment directly to each such LC Issuer in immediately available funds at the payment office of each LC Issuer, for any demand Unpaid Drawing with respect to any Canadian Letter of Credit immediately after, and in any event on the date on which, such LC Issuer notifies such Canadian Borrower (or any such other LC Obligor for payment under whose account such Letter of CreditCredit was issued) of such payment or disbursement (which notice to such Canadian Borrower (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Canadian Dollars, with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00 p.m. Cleveland, Ohio time on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Canadian Revolving Loans that are Canadian Base Rate Loans or, if not reimbursed on the date of such payment or disbursement, at the Post-Default Rate, any such interest also to be payable on demand. If by 11:00 a.m. Cleveland, Ohio time on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, such Canadian Borrower or the relevant LC Obligor has not made such reimbursement out of its available cash on hand or, in the case of such Canadian Borrower, a contemporaneous borrowing hereunder (if such borrowing is otherwise available to such Canadian Borrower), (x) such Canadian Borrower will in each case be deemed to have requested a Canadian Revolving Loan that is a Canadian Base Rate Loan in an aggregate Dollar Equivalent principal amount sufficient to reimburse such Unpaid Drawing (and the Administrative Agent shall promptly notify give notice to the Borrower Lenders of such deemed request for a Canadian Revolving Loan), (y) the Canadian Lenders shall, unless they are legally prohibited from doing so, make the Canadian Revolving Loans contemplated by such deemed request (which Canadian Revolving Loans shall be considered made under Section 2.01), and (z) the proceeds of such Canadian Revolving Loans shall be disbursed directly to such LC Issuer to the extent necessary to effect such reimbursement (and such disbursement shall be in full satisfaction of the amount obligation to be paid by the Agent as a result of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary make reimbursement in respect of such demand; providedUnpaid Drawing), however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in with any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior to the date on which payment is excess proceeds to be made by available to such Canadian Borrower in accordance with the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities applicable provisions of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement with respect to any Letter of Credit denominated in an Alternative Currency, the Borrower shall reimburse the Agent in such Alternative Currency, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt of the notice of drawing that the Borrower will reimburse the Agent in Dollars. In the case of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated in an Alternative Currency, the Agent shall notify the Borrower of the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Agent shall promptly pay to each Revolving Credit Lender that has acquired a participation therein under the second sentence of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment Percentage, as applicable, of such paymentAgreement.

Reimbursement Obligations. Upon receipt by The applicable Issuing Lender shall notify the Borrower and the Administrative Agent from the beneficiary of a Letter of Credit of whenever any demand for payment is made under such any Letter of CreditCredit by the beneficiary thereof; provided that the failure of such Issuing Lender to so notify the Borrower shall not affect the rights of such Issuing Lender or the Lenders in any manner whatsoever. The Borrower shall reimburse (which reimbursement may be by the making of Base Rate Loans pursuant to this Section 2.3.3 or otherwise) the applicable Issuing Lender through the Administrative Agent prior to 2:00 p.m. on the date that any amount is paid by such Issuing Lender under any Letter of Credit (each such date, an “Honor Date”) or, if the Borrower does not receive notice of such payment by such Issuing Lender prior to 12:00 noon on an Honor Date, on the Business Day after the Honor Date (in which case such reimbursement shall include interest for the period from the Honor Date to the date of reimbursement at the rate then applicable to Base Rate Loans). If the Borrower fails to reimburse the applicable Issuing Lender for the full amount of any drawing under any Letter of Credit on the date and by the time specified in the previous sentence (by the making of Base Rate Loans pursuant to this Section 2.3.3 or otherwise), then (a) the Borrower shall be deemed to have requested that Base Rate Loans in an amount equal to the unreimbursed amount be made by the Revolving Lenders on such date (and the Administrative Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result of such demand each Revolving Lender thereof); (the “Reimbursement Obligations”b) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; provided, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior subject to the date on which payment is to be made by the Agent conditions set forth in Sections 12.2 and 12.3 (but without regard to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement with respect to any Letter of Credit denominated in an Alternative Currency, the Borrower shall reimburse the Agent in such Alternative Currency, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) minimum and integral multiple requirements for borrowings set forth in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt of the notice of drawing that the Borrower will reimburse the Agent in Dollars. In the case of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated in an Alternative Currency, the Agent shall notify the Borrower of the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Agent shall promptly pay to each Revolving Credit Lender that has acquired a participation therein under the second last sentence of Section 2.2(i) 2.2.2), the Revolving Lenders shall make such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment Percentage, as applicable, Loans on such date; and (c) the Administrative Agent shall deliver the proceeds of such paymentLoans to the applicable Issuing Lender to pay such unreimbursed amount.

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of (i) The Borrower hereby agrees to reimburse (or cause any LC Obligor for whose account a Letter of Credit of any demand for was issued to reimburse) each LC Issuer, by making payment under directly to such Letter of Credit, LC Issuer in immediately available funds at the Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result payment office of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; providedLC Issuer, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in for any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement Unpaid Drawing with respect to any Letter of Credit denominated immediately after, and in any event within one Business Day after the date on which, such LC Issuer notifies the Borrower (or any such other LC Obligor for whose account such Letter of Credit was issued) of such payment or disbursement (which notice to the Borrower (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office of the applicable LC Issuer) on the Business Day immediately following the date of notice of such payment or disbursement, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.09(a) that are Base Rate Loans or, if not reimbursed on the date of such payment or disbursement, at the Default Rate, any such interest also to be payable on demand. If by 1:00 P.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Alternative CurrencyUnpaid Drawing, the Borrower shall reimburse or the Agent in relevant LC Obligor has not made such Alternative Currencyreimbursement out of its available cash on hand or, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence case of any the Borrower, a contemporaneous Borrowing hereunder in the currency such requirement for reimbursement in Dollars, Letter of Credit is denominated (if such Borrowing is otherwise available to the Borrower shall have notified the Agent promptly following receipt of the notice of drawing that in U.S. Dollars), (x) the Borrower will reimburse in each case be deemed to have given a Notice of Borrowing for a Revolving Loan with the Agent in Dollars. In the case of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit shortest Interest Period then available, denominated in U.S. Dollars that are Base Rate Loans, in each case, in an Alternative Currency, the Agent shall notify the Borrower of the Dollar Equivalent of aggregate principal amount equal to the amount of necessary to reimburse such Unpaid Drawing (and the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Administrative Agent shall promptly pay give notice to each the Lenders of such deemed Notice of Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Credit Lender that has acquired a participation therein Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and (z) the second sentence proceeds of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment PercentageLoans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, as applicable, with any excess proceeds to be made available to the Borrower in accordance with the applicable provisions of such paymentthis Agreement.

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of (i) Each Revolving Facility Borrower hereby agrees to reimburse (or cause any LC Obligor for whose account a Revolving Facility Letter of Credit of any demand for was issued to reimburse) each LC Issuer, by making payment under directly to such Letter of Credit, LC Issuer in immediately available funds at the Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result payment office of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; providedLC Issuer, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in for any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement Unpaid Drawing with respect to any Revolving Facility Letter of Credit denominated immediately after, and in an Alternative Currencyany event on the date on which, such LC Issuer notifies the Borrower shall reimburse the Agent in such Alternative Currency, unless Company (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement other LC Obligor for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt of the notice of drawing that the Borrower will reimburse the Agent in Dollars. In the case of any whose account such reimbursement in Dollars of an LC Disbursement under a Revolving Facility Letter of Credit denominated was issued) of such payment or disbursement (which notice to the Company (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement, such payment to be made in an Alternative CurrencyDollars or in the applicable Designated Foreign Currency in which such Revolving Facility Letter of Credit is denominated, with interest on the Agent shall notify amount so paid or disbursed by such LC Issuer, to the Borrower extent not reimbursed prior to 1:00 P.M. (local time at the payment office of the Dollar Equivalent applicable LC Issuer) on the date of such payment or disbursement, from and including the amount date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans that are US Base Rate Loans (plus an additional 2% per annum if not reimbursed on the date of such payment or disbursement), any such interest also to be payable on demand. If by 11:00 A.M. on the LC Disbursement promptly Business Day immediately following the determination thereof. Upon receipt by the Agent notice to it of any payment its obligation to make reimbursement in respect of any Reimbursement Obligationan Unpaid Drawing, the Company or the relevant LC Obligor has not made such reimbursement out of its available cash on hand or a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the Company or such LC Obligor), (x) the Company, or if the LC Obligor is a Foreign Revolving Facility Borrower, such Foreign Revolving Facility Borrower, will in each case be deemed to have given a Notice of Borrowing for Revolving Loans that are US Base Rate Loans in an aggregate Dollar Equivalent principal amount sufficient to reimburse such Unpaid Drawing (and the Global Agent shall promptly pay give notice to each the Lenders of such deemed Notice of Borrowing), (y) the Lenders shall (subject to the satisfaction or waiver of the conditions set forth in Section 4.03 (other than the delivery of a Notice of Borrowing)), unless they are legally prohibited from doing so, make the Revolving Credit Lender that has acquired a participation therein Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and (z) the second sentence proceeds of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment PercentageLoans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement, as applicable, with any excess proceeds to be made available to the applicable Borrower in accordance with the applicable provisions of such paymentthis Agreement.

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of (i) The Borrowers hereby agree to reimburse (or cause any LC Obligor for whose account a Letter of Credit of any demand for was issued to reimburse) each LC Issuer, by making payment under directly to such Letter of Credit, LC Issuer in immediately available funds at the Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result payment office of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; providedLC Issuer, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in for any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement Unpaid Drawing with respect to any Letter of Credit denominated within one (1) Business Day after such LC Issuer notifies such Borrower (or any such other LC Obligor for whose account such Letter of Credit was issued) of such payment or disbursement (which notice to such Borrower (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in U.S. Dollars, with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office of the applicable LC Issuer) on the date of such payment or disbursement, from the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.09(a) that are Eurodollar Loans or, if not reimbursed within one Business Day after such notice, at the rate then applicable to Revolving Loans pursuant to Section 2.09(d) that are Base Rate Loans, any such interest also to be payable on demand. If by 12:00 noon Local Time on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Alternative CurrencyUnpaid Drawing, the Borrower shall reimburse Borrowers or the Agent relevant LC Obligor have not made such reimbursement out of available cash on hand or, in such Alternative Currency, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt of the notice of drawing that the Borrower will reimburse the Agent in Dollars. In the case of any such reimbursement Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to such Borrower), (x) such Borrower will in Dollars each case be deemed to have given a Notice of an LC Disbursement under a Letter of Credit denominated Borrowing for Revolving Loans that are Base Rate Loans in an Alternative Currency, aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Agent shall notify the Borrower of the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Administrative Agent shall promptly pay give notice to each the Lenders of such deemed Notice of Borrowing, and such deemed Notice of Borrowing is not required to comply with the requirements specified in Section 2.06), (y) the Lenders shall make the Revolving Credit Lender that has acquired a participation therein Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and (z) the second sentence proceeds of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment PercentageLoans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, as applicable, with any excess proceeds to be made available to the Borrowers in accordance with the applicable provisions of such paymentthis Agreement.

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of Whenever a Letter of Credit is drawn, Borrower shall immediately reimburse the applicable LC Issuer for the amount drawn. In the event that the amount drawn is not reimbursed by Borrower within one Business Day of any demand for payment under the drawing of such Letter of Credit, Borrower shall be deemed to have requested a Revolving Loan in the Agent amount drawn. Each LC Issuer shall promptly notify deliver written notice of such drawing to Borrower and Agent. Each Lender agrees to make a Revolving Loan on the Borrower date of such notice, subject to no conditions precedent whatsoever. Such Revolving Loan shall be evidenced by the Revolving Credit Notes. Each Lender acknowledges and agrees that its obligation to make a Revolving Loan pursuant to Section 2.02(a) when required by this Section 2.02(c) is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that its payment to Agent, for the account of the amount to be paid by applicable LC Issuer, of the Agent as a result proceeds of such demand (the “Reimbursement Obligations”) and the date on which payment is to Revolving Loan shall be made by the without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not such Lender's Revolving Credit Commitment shall have been reduced or terminated. Borrower irrevocably authorizes and instructs Agent to such beneficiary apply the proceeds of any borrowing pursuant to this paragraph to reimburse, in respect of such demand; provided, howeverfull, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent LC Issuer for the amount of each demand for payment under drawn on such Letter of Credit on or prior and the LC Issuer shall apply such proceeds to the date on which payment is repay in full such amount. Each such Revolving Loan shall be deemed to be made a Base Rate Loan unless otherwise requested by the Agent and available to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection)Borrower hereunder. In the case of an LC Disbursement with respect Each Lender is hereby authorized to any Letter of record on its records relating to its Revolving Credit denominated in an Alternative Currency, the Borrower shall reimburse the Agent in Note such Alternative Currency, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt Lender's pro rata share of the notice amounts paid and not reimbursed on the Letters of drawing that the Borrower will reimburse the Agent in Dollars. In the case of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated in an Alternative Currency, the Agent shall notify the Borrower of the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Agent shall promptly pay to each Revolving Credit Lender that has acquired a participation therein under the second sentence of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment Percentage, as applicable, of such paymentCredit.

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of (A) The Company hereby agrees to reimburse (or cause any LC Obligor for whose account a Revolving Letter of Credit was issued to reimburse) each LC Issuer, by making payment directly to each such LC Issuer in immediately available funds at the payment office of each LC Issuer, for any demand Unpaid Drawing with respect to any Revolving Letter of Credit immediately after, and in any event on the date on which, such LC Issuer notifies the Company (or any such other LC Obligor for payment under whose account such Letter of CreditCredit was issued) of such payment or disbursement (which notice to the Company (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars or in the applicable Designated Foreign Currency in which such Revolving Letter of Credit is denominated, with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00 p.m. Cleveland, Ohio time on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans that are Base Rate Loans or, if not reimbursed on the date of such payment or disbursement, at the Post-Default Rate, any such interest also to be payable on demand. If by 11:00 a.m. Cleveland, Ohio time on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the Company or the relevant LC Obligor has not made such reimbursement out of its available cash on hand or, in the case of the Company, a contemporaneous borrowing hereunder (if such borrowing is otherwise available to the Company), (x) the Company will in each case be deemed to have requested a Revolving Loan that is a Base Rate Loan in an aggregate Dollar Equivalent principal amount sufficient to reimburse such Unpaid Drawing (and the Administrative Agent shall promptly notify give notice to the Borrower Lenders of such deemed request for Revolving Loan), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Loans contemplated by such deemed request (which Revolving Loans shall be considered made under Section 2.01), and (z) the proceeds of such Revolving Loans shall be disbursed directly to such LC Issuer to the extent necessary to effect such reimbursement (and such disbursement shall be in full satisfaction of the amount obligation to be paid by the Agent as a result of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary make reimbursement in respect of such demand; providedUnpaid Drawing), however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in with any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior to the date on which payment is excess proceeds to be made by the Agent available to the beneficiary thereunder, without presentment, demand, protest or other formalities Company in accordance with the applicable provisions of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement with respect to any Letter of Credit denominated in an Alternative Currency, the Borrower shall reimburse the Agent in such Alternative Currency, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt of the notice of drawing that the Borrower will reimburse the Agent in Dollars. In the case of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated in an Alternative Currency, the Agent shall notify the Borrower of the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Agent shall promptly pay to each Revolving Credit Lender that has acquired a participation therein under the second sentence of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment Percentage, as applicable, of such paymentAgreement.

Reimbursement Obligations. Upon receipt by the Agent an Issuing Bank from the beneficiary of a Letter of Credit issued by such Issuing Bank of any demand for payment under such Letter of Credit and such Issuing Bank’s determination that such demand for payment complies with the requirements of such Letter of Credit, the Agent such Issuing Bank shall promptly notify the Borrower and the Administrative Agent of the amount to be paid by the Agent such Issuing Bank as a result of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent such Issuing Bank to such beneficiary in respect of such demand; provided, however, the Agentprovided that an Issuing Bank’s failure to give, or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower hereby absolutely, unconditionally and irrevocably agrees to pay and reimburse the Agent each applicable Issuing Bank for the amount of each demand for payment under such Letter of Credit Credit, such payment to be made on or prior before the later of (i) the Business Day following receipt by the Borrower from the applicable Issuing Bank of notice of such demand for payment, and (ii) to the date on which payment is to be made by the Agent such Issuing Bank to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement with respect to any Letter of Credit denominated in an Alternative Currencysuch date, the Borrower shall reimburse the Agent in such Alternative Currency, unless (A) such Agent (at its option) shall have specified in such notice “Honor Date”); provided that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, if the Borrower does not make such payment on the applicable Honor Date, such unreimbursed drawing shall have notified the Agent promptly following receipt be deemed to be a Revolving Loan under this Agreement, with each Revolving Lender funding its portion of the notice of drawing that the Borrower will reimburse the Agent in Dollars. In the case of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated in an Alternative Currency, the Agent shall notify the Borrower of the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereofRevolving Loan pursuant to clause (e) below. Upon receipt by the Agent an Issuing Bank of any payment in respect of any Reimbursement ObligationObligation in respect of a Letter of Credit issued by such Issuing Bank, the Agent such Issuing Bank shall promptly pay to each Revolving Credit Lender that has acquired a participation therein under the second sentence of Section 2.2(ithe immediately following subsection (i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment Percentage, as applicable, of such payment.

Reimbursement Obligations. Upon receipt (i) The Borrower shall be obligated to reimburse the Administrative Agent, for the account of the Issuing Bank, in immediately available funds at its Payment Office, on the day of each payment under an L/C by the Agent from Issuing Bank for drafts drawn and all amounts paid or disbursed under each such L/C (all such amounts so drawn, paid or disbursed until reimbursed are hereinafter referred to as "UNREIMBURSED DRAWINGS"); PROVIDED that if any such Unreimbursed Drawings are not so reimbursed on the beneficiary of a Letter of Credit date of any demand for payment under such Letter of Creditdrafts drawn, the Borrower's reimbursement obligation in respect of such Unreimbursed Drawings shall be funded on such date with the borrowing of Loans (each such borrowing a "MANDATORY L/C BORROWING") in the full amount of the Unreimbursed Drawings from all Lenders PRO RATA based on each Lender's Commitment Percentage. The Issuing Bank shall promptly notify the Administrative Agent of the amount of any Unreimbursed Drawings and the Administrative Agent shall promptly notify the Borrower Lenders of the amount to be paid by the Agent as a result of each such demand Mandatory L/C Borrowing not later than 12:00 noon (the “Reimbursement Obligations”New York City time) and on the date on which payment such Mandatory L/C Borrowing is to be made by the Agent to made. Each such beneficiary in respect of such demand; provided, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower Lender hereby unconditionally and irrevocably agrees to pay make Revolving Loans pursuant to each Mandatory L/C Borrowing in the amount, and reimburse not later than 5:00 p.m. (New York City time) on the Agent date, and in the manner specified in the preceding sentence, for the amount of each demand for immediate payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunderIssuing Bank, without presentment, demand, protest or other formalities of any kind notwithstanding (other than notice as provided in this subsection). In the case of an LC Disbursement with respect to any Letter of Credit denominated in an Alternative Currency, the Borrower shall reimburse the Agent in such Alternative Currency, unless (Ai) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt of the notice of drawing that the Borrower will reimburse the Agent in Dollars. In the case of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated in an Alternative Currency, the Agent shall notify the Borrower of the Dollar Equivalent of the amount of the LC Disbursement promptly following Mandatory L/C Borrowing may not comply with the determination thereof. Upon receipt by minimum amount for borrowings otherwise required hereunder, (ii) whether any conditions specified in Article 4 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the Agent date of such Mandatory L/C Borrowing and (v) any payment reduction in respect of any Reimbursement Obligation, the Agent shall promptly pay to each Revolving Credit Lender that has acquired a participation therein under the second sentence of Section 2.2(i) such Revolving Credit Lender’s Dollar Aggregate Revolving Commitment Percentage or Alternative Currency Revolving Commitment Percentageafter any such L/C was issued. In the event that the Administrative Agent delivers the above-described notice to any Lender later than 12:00 noon (New York City time) on the date of the required Mandatory L/C Borrowing, as applicable, of then such paymentLender shall not be obligated to effect such Mandatory L/C Borrowing until the next succeeding Business Day (but not later than 5:00 p.m. (New York City time)).

Reimbursement Obligations. Upon receipt by To induce Administrative Agent to issue and maintain LCs, and to induce Lenders to participate in issued LCs, Borrower agrees to pay or reimburse Administrative Agent (i) on the Agent from the beneficiary of a Letter of Credit of date when any demand for payment draft or draw request is presented under such Letter of Creditany LC, the Agent shall promptly notify the Borrower of the amount paid or to be paid by the Administrative Agent as a result of such demand and (the “Reimbursement Obligations”ii) and the date on which payment is to be made by the Agent to such beneficiary in respect of such promptly, upon demand; provided, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each any additional fees Administrative Agent customarily charges for the application and issuance of an LC, for amending LC Agreements, for honoring drafts and draw requests, and for taking similar action in connection with letters of credit. If Borrower has not reimbursed Administrative Agent for any drafts or draws paid or to be paid on the date of Administrative Agent's demand for reimbursement, Administrative Agent is irrevocably authorized to fund Borrower's reimbursement obligations as a Base-Rate Borrowing under the Working-Capital Commitment if proceeds are available under the Working-Capital Commitment and if the conditions in this agreement for such a Borrowing (other than any notice requirements or minimum funding amounts) have, to Administrative Agent's knowledge, been satisfied. The proceeds of that Borrowing shall be advanced directly to Administrative Agent to pay Borrower's unpaid reimbursement obligations. If funds cannot be advanced under the Working-Capital Commitment, then Borrower's reimbursement obligation shall constitute a demand obligation. Borrower's obligations under this section are absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim, or defense to payment under such Letter of Credit on that Borrower may have at any time against Administrative Agent or prior any other Person. From Administrative Agent's demand for reimbursement to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind paid (other than notice as provided in this subsection). In the case of an LC Disbursement with respect to any Letter of Credit denominated in an Alternative Currency, the Borrower shall reimburse the Agent in such Alternative Currency, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt of the notice of drawing that the Borrower will reimburse the Agent in Dollars. In the case of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated in an Alternative Currency, the Agent shall notify the Borrower of the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of including any payment in respect from proceeds of any Reimbursement Obligationa Base-Rate Borrowing), unpaid reimbursement amounts accrue interest that is payable on demand at the Agent shall promptly pay to each Revolving Credit Lender that has acquired a participation therein under the second sentence of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment Percentage, as applicable, of such paymentDefault Rate thereafter.

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of (i) The Borrowers hereby agree to reimburse (or cause any LC Obligor for whose account a Letter of Credit of any demand for was issued to reimburse) each LC Issuer, by making payment under directly to such Letter of Credit, LC Issuer in immediately available funds at the Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result payment office of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; providedLC Issuer, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in for any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement Unpaid Drawing with respect to any Letter of Credit denominated by 2:00 P.M. (local time at the Notice Office) within one Business Day after such LC Issuer notifies the Borrowers (or any such other LC Obligor for whose account such Letter of Credit was issued) of such payment or disbursement (which notice to the Borrowers (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement, but in no event later than 2:00 P.M. (local time at the Notice Office) on the Business Day of such payment or disbursement), such payment to be made in Dollars in which such Letter of Credit is denominated, with interest on the amount so paid or disbursed by such LC Issuer, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.09(a)(i) that are Base Rate Loans or, if not reimbursed within the time required by the foregoing, at the Default Rate, any such interest also to be payable on demand. If by 2:00 P.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Alternative CurrencyUnpaid Drawing, the Borrower shall reimburse Borrowers or the Agent relevant LC Obligor have not made such reimbursement out of its available cash on hand or, in such Alternative Currency, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt of the notice of drawing that the Borrower will reimburse the Agent in Dollars. In the case of any the Borrowers, a contemporaneous Borrowing hereunder (if such reimbursement Borrowing is otherwise available to the Borrowers), (x) the Borrowers will in Dollars each case be deemed to have given a Notice of an LC Disbursement under a Letter of Credit denominated Borrowing for Revolving Loans that are Base Rate Loans in an Alternative Currency, aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Agent shall notify the Borrower of the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Administrative Agent shall promptly pay give notice to each the Lenders of such deemed Notice of Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Credit Lender that has acquired a participation therein Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and (z) the second sentence proceeds of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment PercentageLoans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, as applicable, with any excess proceeds to be made available to the Borrowers in accordance with the applicable provisions of such paymentthis Agreement.

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of a Letter of Credit of any demand for payment under such Letter of Credit, the Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result of such demand (the “Reimbursement Obligations”i) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; provided, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent applicable LC Issuer, by making payment directly to such LC Issuer in immediately available funds at the payment office of such LC Issuer, for the amount of each demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement Unpaid Drawing with respect to any Letter of Credit denominated immediately after, and in any event on the date on which, such LC Issuer notifies the Borrower of such payment or disbursement (which notice to the Borrower shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars in which such Letter of Credit is denominated, with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office of such LC Issuer) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.08(a) that are Base Rate Loans or, if not reimbursed on the date of such payment or disbursement, at the Default Rate, any such interest also to be payable on demand. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Alternative CurrencyUnpaid Drawing, the Borrower shall reimburse the Agent in has not made such Alternative Currencyreimbursement out of its available cash on hand or, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt case of the notice of drawing that Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the Borrower), (w) the applicable LC Issuer shall so notify the Administrative Agent, (x) the Borrower will reimburse the Agent in Dollars. In the each case be deemed to have given a Notice of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated Borrowing for Revolving Loans that are Base Rate Loans in an Alternative Currency, aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Agent shall notify the Borrower of the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Administrative Agent shall promptly pay give notice to each the Lenders of such deemed Notice of Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Credit Lender that has acquired a participation therein Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.01), and (z) the second sentence proceeds of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment PercentageLoans shall be disbursed directly to such LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, as applicable, with any excess proceeds to be made available to the Borrower in accordance with the applicable provisions of such paymentthis Agreement.

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of (i) The Borrower hereby agrees to reimburse (or cause any LC Obligor for whose account a Letter of Credit of any demand for was issued to reimburse) each LC Issuer, by making payment under directly to such Letter of Credit, LC Issuer in immediately available funds at the Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result payment office of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; providedLC Issuer, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in for any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement Unpaid Drawing with respect to any Letter of Credit denominated immediately after, and in any event on the date on which, such LC Issuer notifies the Borrower (or any such other LC Obligor for whose account such Letter of Credit was issued) of such payment or disbursement (which notice to the Borrower (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars, with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 2:00 P.M. (local time at the payment office of the applicable LC Issuer) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.09(a)(i) that are Base Rate Loans or, if not reimbursed on the date of such payment or disbursement, at the Default Rate, any such interest also to be payable on demand. If by 12:00 noon on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Alternative CurrencyUnpaid Drawing, the Borrower shall reimburse or the Agent in relevant LC Obligor has not made such Alternative Currencyreimbursement out of its available cash on hand or, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt case of the notice of drawing that Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the Borrower), (x) the Borrower will reimburse the Agent in Dollars. In the each case be deemed to have given a Notice of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated Borrowing for Revolving Loans that are Base Rate Loans in an Alternative Currency, the Agent shall notify the Borrower of the aggregate Dollar Equivalent of principal amount sufficient to reimburse such Unpaid Drawing (and the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Administrative Agent shall promptly pay give notice to each the Lenders of such deemed Notice of Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Credit Lender that has acquired a participation therein Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and (z) the second sentence proceeds of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment PercentageLoans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, as applicable, with any excess proceeds to be made available to the Borrower in accordance with the applicable provisions of such paymentthis Agreement.

Reimbursement Obligations. Upon receipt by (a) In consideration of Ex-Im Bank entering into the Agent from Ex-Im Bank Guarantee, the beneficiary of a Letter of Credit Borrower hereby irrevocably and unconditionally undertakes and agrees with Ex-Im Bank, without duplication of any amounts paid by Sublessee (or any other Obligor) under the Participation Agreement, (i) to reimburse Ex-Im Bank immediately upon demand for payment under such Letter of Credit, the Agent shall promptly notify the Borrower of the amount to be all amounts paid by the Agent as a result of such demand (the “Reimbursement Obligations”) Ex-Im Bank under and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; provided, howeverthe Ex-Im Bank Guarantee (it being agreed that if the Guaranteed Lender elects to have Ex-Im Bank service the obligations pursuant to Section 2.02(b)(i) of the Ex-Im Bank Guarantee, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided reimbursement obligation set forth in this subsection). In clause (i) shall include the case of an LC Disbursement with respect to any Letter of Credit denominated in an Alternative Currencyprincipal of, and interest on, the Borrower shall reimburse obligations serviced thereunder), provided once the Agent in such Alternative Currency, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt of the notice of drawing that the Borrower will reimburse the Agent in Dollars. In the case of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated in an Alternative Currency, the Agent shall notify the Borrower of the Dollar Equivalent of the principal amount of the LC Disbursement promptly following Loan, together with accrued interest thereon and the determination thereof. Upon receipt Ex-Im Bank Make-Whole Amount, if any, has been paid to Ex-Im Bank, in order to avoid duplication, the reimbursement obligation set forth in this clause (i) shall not include any payments of principal or interest made by Ex-Im Bank pursuant to the Agent Ex-Im Bank Guarantee), or in the exercise of any payment right in respect thereof provided by Applicable Law, (ii) (without duplication of any Reimbursement Obligationamounts paid by or on behalf of the Borrower hereunder) to pay to Ex-Im Bank, after Ex-Im Bank services the obligations under the Note pursuant to Section 2.02(b)(i) of the Ex-Im Bank Guarantee, for Ex-Im Bank's own account, the Agent shall promptly Ex-Im Bank Make-Whole Amount, if any, calculated by Ex-Im Bank as of the Calculation Date (as such term is defined in the definition of Ex-Im Bank Make-Whole Amount), and (iii) (without duplication of the foregoing) to indemnify Ex-Im Bank on a full indemnity basis against all actions, proceedings, claims, demands, costs, charges, damages, losses, costs and expenses (including, without limitation, consequential damages) made, suffered or incurred by Ex-Im Bank and to pay to each Revolving Credit Lender that has acquired a participation therein under Ex-Im Bank immediately upon demand for all payments, costs, damages, losses or expenses of any description whatsoever which may be incurred by Ex-Im Bank in connection with any investigative, administrative or judicial proceeding in relation to or arising out of the second sentence of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment Percentage, as applicable, of such paymentEx-Im Bank Guarantee.

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of (i) The Borrower hereby agrees to reimburse (or cause any LC Obligor for whose account a Letter of Credit of any demand for was issued to reimburse) each LC Issuer, by making payment under directly to such Letter of Credit, LC Issuer in immediately available funds at the Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result payment office of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; providedLC Issuer, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in for any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement Unpaid Drawing with respect to any Letter of Credit denominated immediately after, and in any event on the date on which, such LC Issuer notifies the Borrower (or any such other LC Obligor for whose account such Letter of Credit was issued) of such payment or disbursement (which notice to the Borrower (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars in which such Letter of Credit is denominated, with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office of the applicable LC Issuer) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.08(a) that are Base Rate Loans or, if not reimbursed on the date of such payment or disbursement, at the Default Rate, any such interest also to be payable on demand. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Alternative CurrencyUnpaid Drawing, the Borrower shall reimburse or the Agent in relevant LC Obligor has not made such Alternative Currencyreimbursement out of its available cash on hand or, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt case of the notice of drawing that Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the Borrower), (x) the Borrower will reimburse the Agent in Dollars. In the each case be deemed to have given a Notice of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated Borrowing for Revolving Loans that are Base Rate Loans in an Alternative Currency, aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Agent shall notify the Borrower of the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Administrative Agent shall promptly pay give notice to each the Lenders of such deemed Notice of Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Credit Lender that has acquired a participation therein Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and (z) the second sentence proceeds of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment PercentageLoans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, as applicable, with any excess proceeds to be made available to the Borrower in accordance with the applicable provisions of such paymentthis Agreement.

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of (i) The Borrower hereby agrees to reimburse (or cause any LC Obligor for whose account a Letter of Credit of any demand for was issued to reimburse) each LC Issuer, by making payment under directly to such Letter of Credit, LC Issuer in immediately available funds at the Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result payment office of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; providedLC Issuer, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in for any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement Unpaid Drawing with respect to any Letter of Credit denominated within one Business Day after such LC Issuer notifies the Borrower (or any such other LC Obligor for whose account such Letter of Credit was issued) of such payment or disbursement (which notice to the Borrower (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars in which such Letter of Credit is denominated, with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 2:00 P.M. (local time at the payment office of the applicable LC Issuer) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.08(a) that are Base Rate Loans or, if not reimbursed on the date of such payment or disbursement, at the Default Rate, any such interest also to be payable on demand. If by 12:00 noon on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Alternative CurrencyUnpaid Drawing, the Borrower shall reimburse or the Agent in relevant LC Obligor has not made such Alternative Currencyreimbursement out of its available cash on hand or, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt case of the notice of drawing that Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the Borrower), (x) the Borrower will reimburse the Agent in Dollars. In the each case be deemed to have given a Notice of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated Borrowing for Revolving Loans that are Base Rate Loans in an Alternative Currency, aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Agent shall notify the Borrower of the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Administrative Agent shall promptly pay give notice to each the Lenders of such deemed Notice of Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Credit Lender that has acquired a participation therein Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and (z) the second sentence proceeds of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment PercentageLoans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, as applicable, with any excess proceeds to be made available to the Borrower in accordance with the applicable provisions of such paymentthis Agreement.

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of a The Borrower hereby agrees to reimburse each Letter of Credit of any demand for Issuer, by making payment under such Letter of Credit, the Agent shall promptly notify the Borrower of the amount directly to be paid by the Agent as a result of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; provided, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior to Issuer in immediately available funds at the date on which payment is to be made by the Agent to the beneficiary thereunderoffice of such Letter of Credit Issuer, without presentment, demand, protest or other formalities of for any kind (other than notice as provided in this subsection). In the case of an LC Disbursement Unpaid Drawing with respect to any Letter of Credit denominated immediately after, and in any event on the date on which, such Letter of Credit Issuer notifies the Borrower of such payment or disbursement (which notice to the Borrower shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars in which such Letter of Credit is denominated, with interest on the amount so paid or disbursed by such Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office of the applicable Letter of Credit Issuer) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such Letter of Credit Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.06 that are Base Rate Loans or, if not reimbursed on the date of such payment or disbursement, at the rate pursuant to Section 2.06(a)(ii), any such interest also to be payable on demand. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Alternative CurrencyUnpaid Drawing, the Borrower shall reimburse the Agent in has not made such Alternative Currencyreimbursement out of its available cash on hand or, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt case of the notice of drawing that Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the Borrower), (x) the Borrower will reimburse the Agent in Dollars. In the each case be deemed to have given a Notice of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated Borrowing for Revolving Loans that are Base Rate Loans in an Alternative Currency, the Agent shall notify the Borrower of the Dollar Equivalent of the aggregate principal amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, sufficient to reimburse such Unpaid Drawing (and the Agent shall promptly pay give notice to each Revolving Credit Lender that has acquired a participation therein under the second sentence of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment Percentage, as applicable, Lenders of such payment.deemed Notice of Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under 46 Amended and Restated Revolving Asset Based Loan Agreement

Reimbursement Obligations. Upon receipt by In the event of a drawing under any Letter of Credit or Letter of Credit Guaranty, Agent from will promptly notify Borrower. Borrower shall reimburse Agent on the day of drawing under any Letter of Credit or Letter of Credit Guaranty (either with the proceeds of a Revolver Loan obtained hereunder or otherwise) in same day funds as provided herein. If Borrower shall fail to reimburse Agent as provided herein, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the interest rate applicable to Revolver Loans that are Base Rate Loans. Unless Borrower shall immediately notify Agent of its intent to otherwise reimburse Agent, Borrower shall be deemed to have requested a Revolver Loan in the amount of the drawing as provided in Section 1.3.3 hereof, the proceeds of which will be used to satisfy the reimbursement obligations. Borrower's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment Borrower may claim or have against Agent, Lenders, the beneficiary of a the Letter of Credit of any demand for payment under such or Letter of CreditCredit Guaranty drawn upon or any other Person, including, without limitation, any defense based on any failure of Borrower to receive consideration or the Agent shall promptly notify the Borrower legality, validity, regularity or unenforceability of the amount to be paid by the Agent as a result Letter of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect Credit or Letter of such demandCredit Guaranty; provided, however, the Agent’s failure to give, or delay in giving, such notice foregoing shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees apply to pay and reimburse protect the Agent or any Lender for the amount consequences of each demand for payment under such Letter of Credit on its gross negligence or prior to the date on which payment is to be made by the willful misconduct. Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement with respect to any Letter of Credit denominated in an Alternative Currency, the Borrower shall reimburse the Agent in such Alternative Currency, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt of the notice of drawing that the Borrower will reimburse the Agent in Dollars. In the case of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated in an Alternative Currency, the Agent shall notify the Borrower of the Dollar Equivalent other Lenders of the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Agent unreimbursed drawing and each Lender shall promptly pay to each Revolving Credit Lender that has acquired a participation therein under Agent in Dollars and in immediately funds, the second sentence of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment Percentage, as applicable, amount of such paymentLender's Pro Rata share of such unreimbursed drawing based upon such Lender's Revolver Commitment (without giving effect to any termination of the Commitments pursuant to the provisions hereof). Such payment shall be made on the day such notice is received by such Lender from Agent, if such notice is received at or before 12:00 noon, otherwise such payment shall be made at or before 12:00 noon on the Business Day next succeeding the day such notice is received. If such Lender does not pay such amount to Agent in full upon such request, such Lender shall, on demand, pay to Agent interest on the unpaid amount during the period from the date of such drawing until such Lender pays such amount to Agent in full at a rate per annum equal to the Federal Funds Rate. Each Lender's obligation to make such payment to Agent, and the right of Agent to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of the Commitments hereunder, the existence of a Default, Event of Default or Overadvance Condition or the acceleration of the Loans hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement Obligations. Upon receipt by the Agent an Issuing Bank from the beneficiary of a Letter of Credit issued by such Issuing Bank of any demand for payment under such Letter of Credit and such Issuing Bank’s determination that such demand for payment complies with the requirements of such Letter of Credit, the Agent such Issuing Bank shall promptly notify the Borrower and the Administrative Agent of the amount to be paid by the Agent such Issuing Bank as a result of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent such Issuing Bank to such beneficiary 39 in respect of such demand; provided, however, the Agentthat an Issuing Bank’s failure to give, or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower hereby absolutely, unconditionally and irrevocably agrees to pay and reimburse the Agent each applicable Issuing Bank for the amount of each demand for payment under such Letter of Credit Credit, such payment to be made on or prior before the later of (i) the Business Day following receipt by the Borrower from the Issuing Bank of notice of such demand for payment, and (ii) to the date on which payment is to be made by the Agent Issuing Bank to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement with respect to any Letter of Credit denominated in an Alternative Currencysuch date, the Borrower shall reimburse the Agent in such Alternative Currency, unless (A) such Agent (at its option) shall have specified in such notice “Honor Date”); provided that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, if the Borrower does not make such payment on the applicable Honor Date, such unreimbursed drawing shall have notified the Agent promptly following receipt be deemed to be a Revolving Loan under this Agreement, with each Lender funding its portion of the notice of drawing that the Borrower will reimburse the Agent in Dollars. In the case of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated in an Alternative Currency, the Agent shall notify the Borrower of the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereofRevolving Loan pursuant to clause (e) below. Upon receipt by the Agent an Issuing Bank of any payment in respect of any Reimbursement ObligationObligation in respect of a Letter of Credit issued by such Issuing Bank, the Agent such Issuing Bank shall promptly pay to each Revolving Credit Lender that has acquired a participation therein under the second sentence of Section 2.2(ithe immediately following subsection (i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment Percentage, as applicable, of such payment.

Reimbursement Obligations. Upon receipt The Borrower is, and, as applicable, the Subsidiary Guarantor that is co-applicant and the Borrower jointly and severally are, absolutely, unconditionally and irrevocably obligated to reimburse the applicable Issuing Bank for all amounts drawn under each Letter of Credit issued by the Agent from the beneficiary of such Issuing Bank. If any draft is presented under a Letter of Credit Credit, and payment is made by an Issuing Bank, the Borrower or applicable co-applicant shall promptly reimburse such Issuing Bank in accordance with the terms of the applicable reimbursement agreement entered into in connection therewith. If such Issuing Bank is not so reimbursed on such date as is provided in the applicable reimbursement agreement, then if the payment is required to be made at any demand time on or before the Maturity Date and if the applicable Issuing Bank so requests of the Agent in writing, then payment by such Issuing Bank of such draft shall be deemed to constitute a request for a RC Loan (which is a Base Rate Loan) hereunder, the proceeds of which are used to reimburse such Issuing Bank (without regard to any required notice periods, Available RC Commitment amount or minimum advance requirements, all of which are waived for this purpose) and interest shall accrue from the date such Issuing Bank makes payment on such draft under such Letter of Credit, the Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; provided, however, the Agent’s failure if there is not then Available RC Commitment in an amount at least equal to give, or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement with respect to any Letter of Credit denominated in an Alternative Currencydraw, the Borrower shall reimburse repay the excess amount of the RC Loan within one Business Day after the date that such Issuing Bank or Agent notifies the Borrower of such deemed Loan. Without limiting any other rights or remedies of the Issuing Banks, the Agent in such Alternative Currencyor Lenders hereunder, unless (A) such Agent (under other Loan Documents or at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollarslaw, the Borrower shall have notified further agrees that such Issuing Bank may reimburse itself for such drawing at any time when there is no Available RC Commitment from the Agent promptly following receipt balance in any other account of the notice of drawing that the Borrower will reimburse the Agent in Dollars. In the case of or if a Subsidiary Guarantor is a co-applicant, then from any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated in an Alternative Currency, the Agent shall notify the Borrower account of the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Agent shall promptly pay to each Revolving Credit Lender that has acquired a participation therein under the second sentence of Section 2.2(i) applicable Subsidiary Guarantor maintained with such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment Percentage, as applicable, of such paymentIssuing Bank.

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of (i) The Borrower hereby agrees to reimburse (or cause any LC Obligor for whose account a Letter of Credit of any demand for was issued to reimburse) each LC Issuer, by making payment under directly to such Letter of Credit, LC Issuer in immediately available funds at the Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result payment office of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; providedLC Issuer, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in for any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement Unreimbursed Drawing with respect to any Letter of Credit denominated immediately after, and in an Alternative Currencyany event on the date on which, such LC Issuer notifies the Borrower shall reimburse the Agent in such Alternative Currency, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement other LC Obligor for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt of the notice of drawing that the Borrower will reimburse the Agent in Dollars. In the case of any whose account such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated was issued) of such payment or disbursement (which notice to the Borrower (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars or in the applicable Designated Foreign Currency in which such Letter of Credit is denominated, with interest on the amount so paid or disbursed by such LC Issuer. The Borrower will be deemed to have given a Notice of Borrowing for Revolving Loans that are Base Rate Loans in an Alternative Currency, the Agent shall notify the Borrower of the aggregate Dollar Equivalent of principal amount LEGAL02/37021070v10 -38- sufficient to reimburse such Unreimbursed Drawing (and the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Administrative Agent shall promptly pay give notice to each the Revolving Credit Lender that has acquired a participation therein Lenders of such deemed Notice of Borrowing), the Revolving Lenders shall, unless they are legally prohibited from doing so, make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and the second sentence proceeds of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment PercentageLoans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unreimbursed Drawing, as applicable, with any excess proceeds to be made available to the Borrower in accordance with the applicable provisions of this Agreement. To the extent such Unreimbursed Drawing is not reimbursed prior to 1:00 P.M. (local time at the payment office of the applicable LC Issuer) on the date of such paymentpayment or disbursement, interest on such Unreimbursed Drawing shall accrue, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.09(a)(i) that are Base Rate Loans or, if not reimbursed on the date of such payment or disbursement because the Aggregate Credit Facility Exposure exceeds the Revolving Commitment, then at the Default Rate, any such interest also to be payable on demand.

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of a Letter of Credit of If any demand for payment under Issuing Lender shall make any LC Disbursement, such Letter of Credit, the Agent Issuing Lender shall promptly notify the Borrower of such LC Disbursement, and the Borrower shall reimburse such Issuing Lender in an amount equal to such LC Disbursement by paying such Issuing Lender in Dollars an amount equal to such LC Disbursement (or the Dollar Equivalent thereof, as applicable): (i) not later than 12:00 noon (San Francisco time) on the Business Day immediately following the date that such Issuing Lender notifies the Borrower that such LC Disbursement is made by such Issuing Lender or (ii), if the Borrower shall have received notice of such LC Disbursement later than 12:00 noon (San Francisco time) on any Business Day or on a day that is not a Business Day, not later than 12:00 noon (San Francisco time) on the immediately following Business Day. If the Borrower fails to make such payment under this paragraph at the time specified in the preceding sentence, the applicable Issuing Lender shall notify each Lender and the Administrative Agent of the applicable LC Disbursement, the payment in Dollars then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. The amounts set forth in such notice shall be conclusive absent manifest error. Upon the receipt of such notice, (x) the Borrower shall be deemed to have submitted, as of the date that such LC Disbursement is made, a Notice of Revolving Borrowing (and shall be deemed to have made certifications, representations and warranties set forth therein) for a Revolving Advance consisting of a Base Rate Revolving Advance in the amount of such LC Disbursement (or the Dollar Equivalent thereof, as applicable), (y) if all terms and conditions set forth herein for making a Revolving Advance (other than the receipt of a Notice of Revolving Borrowing) shall have been satisfied, such Revolving Advance shall be made as provided in Sections 2.01 and 2.02 except that the amount of such Revolving Advance shall be disbursed to the applicable Issuing Lender and (z) such Revolving Advance shall be subject to and governed by the terms and conditions hereof. In the event a Revolving Advance is not made as provided in the immediately preceding sentence for any reason (including as a result of any failure to fulfill the applicable conditions set forth in Section 2.02 or Article III) or any Revolving Advance made pursuant to the immediately preceding sentence is insufficient to reimburse the applicable Issuing Lender for such LC Disbursement in full, each Lender shall forthwith pay to the applicable Issuing Lender in Dollars its Applicable Percentage of the unreimbursed LC Disbursement. If any amount required to be paid by any Lender in respect of an unreimbursed LC Disbursement pursuant to this Section 2.09 is not made available to the Agent as a result of applicable Issuing Lender by such demand Lender on the date such payment is due (the “Reimbursement Obligationsdue date”) ), the applicable Issuing Lender shall be entitled to recover from such Lender, on demand, such amount with interest thereon calculated from the due date at the greater of the Federal Funds Rate and the date on which payment is to be made a rate determined by the Agent to such beneficiary in respect of such demand; provided, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement with respect to any Letter of Credit denominated in an Alternative Currency, the Borrower shall reimburse the Administrative Agent in such Alternative Currency, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt of the notice of drawing that the Borrower will reimburse the Agent in Dollars. In the case of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated in an Alternative Currency, the Agent shall notify the Borrower of the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Agent shall promptly pay to each Revolving Credit Lender that has acquired a participation therein under the second sentence of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment Percentage, as applicable, of such payment.accordance with banking industry rules on interbank

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of (i) The applicable Borrower hereby agrees to reimburse (or cause any LC Obligor for whose account a Letter of Credit of any demand for was issued to reimburse) each LC Issuer, by making payment under directly to such Letter of Credit, LC Issuer in immediately available funds at the Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result payment office of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; providedLC Issuer, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in for any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement Unpaid Drawing with respect to any Letter of Credit denominated within one Business Day after such LC Issuer notifies such Borrower (or any such other LC Obligor for whose account such Letter of Credit was issued) of such payment or disbursement (which notice to such Borrower (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in the same currency in which such Letter of Credit was made, with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (Local Time at the payment office of the applicable LC Issuer) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.11(a) that are Eurodollar Loans or, if not reimbursed within one Business Day after such notice, at the Default Rate, any such interest also to be payable on demand. If by 12:00 noon Local Time on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Alternative CurrencyUnpaid Drawing, the applicable Borrower shall reimburse or the Agent relevant LC Obligor has not made such reimbursement out of its available cash on hand or, in such Alternative Currency, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt of the notice of drawing that the Borrower will reimburse the Agent in Dollars. In the case of any such reimbursement Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to such Borrower), (x) such Borrower will in Dollars each case be deemed to have given a Notice of an LC Disbursement under a Borrowing for Revolving Loans which shall be denominated in the same currency in which the Letter of Credit was made (and, if such Letter of Credit is denominated in U.S. Dollars or Canadian Dollars, shall be deemed to be Base Rate Loans or Canadian Prime Rate Loans, respectively), in an Alternative Currency, aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Agent shall notify the Borrower of the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Administrative Agent shall promptly pay give notice to each the Lenders of such deemed Notice of Borrowing, and such deemed Notice of Borrowing is not required to comply with the requirements specified in Section 2.08), (y) the Lenders shall make the Revolving Credit Lender that has acquired a participation therein Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and (z) the second sentence proceeds of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment PercentageLoans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, as applicable, with any excess proceeds to be made available to the applicable Borrower in accordance with the applicable provisions of such paymentthis Agreement.

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of a Letter of Credit of any demand for payment under such Letter of Credit, the Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; provided, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement with respect to any Letter of Credit denominated in an Alternative Currency, the Each Borrower shall reimburse the Agent for all Extraordinary Expenses incurred by the Agent in reference to such Alternative CurrencyBorrower or its related Loan Party Group Obligations or Collateral of its related Loan Party Group. In addition to such Extraordinary Expenses, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt of the notice of drawing that the Borrower will also reimburse the Agent for all legal, accounting, appraisal, consulting, and other documented fees, costs and expenses, without duplication, incurred by it in Dollarsconnection with (a) negotiation and preparation of any Loan Documents, including any 76 amendment or other modification thereof; (b) administration of and actions relating to any Collateral for its Obligations, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of the Agent’s Liens on any such Collateral, to maintain any insurance required hereunder or to verify such Collateral; and (c) each inspection, audit or appraisal with respect to any Loan Party within such Borrower’s related Loan Party Group or Collateral securing such Loan Party Group’s Obligations, whether prepared by the Agent’s personnel or a third party. All reasonable legal, accounting and consulting fees and expenses incurred by Agent Professionals in reference to a Borrower’s related Loan Party Group or its related Loan Party Group Obligations or Collateral of such Borrower’s related Loan Party Group shall be charged to such Borrower at the actual rate charged by such Agent Professionals. The Borrowers acknowledge that counsel may provide the Agent with a benefit, such as a discount, credit or other accommodation, based on counsel’s overall relationship with the Agent, including fees paid hereunder. In addition to the case Extraordinary Expenses of any such reimbursement in Dollars the Agent, after the occurrence and during the continuance of an LC Disbursement under Event of Default, each Borrower shall reimburse the Lenders for any reasonable out-of-pocket expenses incurred by such Lenders in reference to such Borrower or its related Loan Party Group Obligations or Collateral of its related Loan Party Group, provided that such Lenders shall be entitled to reimbursement for no more than one counsel representing all such Lenders. If, for any reason (including inaccurate reporting on financial statements or a Letter of Credit denominated in an Alternative CurrencyCompliance Certificate), it is determined that a higher Applicable Margin should have applied to a period than was actually applied, then the Agent proper margin shall notify be applied retroactively and the Borrower Borrowers shall pay to the Agent, for the Pro Rata benefit of the Dollar Equivalent of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the LC Disbursement promptly following proper margin and the determination thereofamount actually paid. Upon receipt All amounts payable by the Agent of any payment Borrowers under this Section 3.4 shall be due and payable in respect of any Reimbursement Obligation, the Agent shall promptly pay to each Revolving Credit Lender that has acquired a participation therein under the second sentence of accordance with Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment Percentage, as applicable, of such payment3.3.

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of a Letter of Credit of any demand for payment under such Letter of Credit, the Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result of such demand (the “Reimbursement Obligations”a) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; provided, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower Company hereby unconditionally and irrevocably agrees to pay and reimburse the Agent each Issuing Lender for the amount each payment or disbursement made by such Issuing Lender under any Letter of each Credit honoring any demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentmentin each case on the date that such payment or disbursement is made provided, demandhowever, protest or other formalities unless Company shall have made payment to the Administrative Agent for the account of any kind (other than notice as provided in this subsection). In such Issuing Lender on the case date of an LC Disbursement disbursement, upon each such disbursement by such Issuing Lender, the Administrative Agent shall be deemed to have disbursed to Company and Company shall be deemed to have elected to substitute for the reimbursement obligation, with respect to the applicable Letters of Credit, a Base Rate Loan under the Revolving Commitment for the account of the Lenders in an amount equal to the amount so paid by such Issuing Lender in respect of such draft or other demand under such Letters of Credit. Such Base Rate Loan shall be deemed disbursed notwithstanding any failure to satisfy any conditions for disbursement of a Loan set forth in this Agreement, provided, however, that if the Company has failed to satisfy any conditions for disbursement of a Loan as set forth in this Agreement, the Administrative Agent, upon notice to the Company, may require that the applicable reimbursement obligations be paid within five (5) days of the applicable Issuing Lender’s disbursement under the applicable Letter of Credit. The applicable Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit denominated in an Alternative Currency, by the Borrower shall reimburse the Agent in such Alternative Currency, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt of the notice of drawing beneficiary thereunder; provided that the Borrower will reimburse the Agent in Dollars. In the case of any such reimbursement in Dollars failure of an LC Disbursement under a Letter of Credit denominated in an Alternative Currency, the Agent shall Issuing Lender to so notify the Borrower of Company shall not affect the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Agent shall promptly pay to each Revolving Credit Lender that has acquired a participation therein under the second sentence of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment Percentage, as applicable, rights of such paymentIssuing Lender or the Lenders in any manner whatsoever.

Reimbursement Obligations. Upon receipt an Issuing Lender’s determination that documents presented by the Agent from the beneficiary of a Letter of Credit of any demand beneficiary or transferee thereof for payment under such Letter of Credit, the Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; provided, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement with respect to any Letter of Credit denominated in an Alternative Currency, the Borrower shall reimburse the Agent in such Alternative Currency, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt of the notice of drawing that the Borrower will reimburse the Agent in Dollars. In the case of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated are in compliance with the terms and conditions thereof, the applicable Issuing Lender will promptly notify the Company and the Administrative Agent that compliant documents have been received and informing them of the Honor Date. The Company shall (or, if the applicable Letter of Credit was issued jointly for the account of the Company and a Subsidiary or for the account of a Subsidiary, shall cause such Subsidiary to) reimburse the applicable Issuing Lender through the Administrative Agent prior to 11:00 a.m. (Local Time) on each date that any amount is paid by such Issuing Lender under any Letter of Credit (each such date, an “Honor Date”); provided that if the Company does not receive notice of the amount paid by the applicable Issuing Lender prior to 10:00 a.m. (Local Time) on such Honor Date, the Company shall (or shall cause the applicable Subsidiary to) reimburse such Issuing Lender, in the same currency as was paid by such Issuing Lender or, at the Company’s option, in an Alternative Currency, the Agent shall notify the Borrower of amount in Dollars equal to the Dollar Equivalent of the amount so paid by such Issuing Lender, not later than 10:00 a.m. (Local Time) on the Business Day immediately following the date on which the Company receives notice of the LC Disbursement promptly following amount so paid by such Issuing Lender (and such reimbursement shall include interest for the determination thereofperiod from the Honor Date to the date of reimbursement at the Base Rate (or such other rate as the Company and such Issuing Lender shall agree) on the Dollar Equivalent of the amount so reimbursed). Upon receipt If the Company (or if the applicable Letter of Credit was issued jointly for the account of the Company and a Subsidiary, the Company or such Subsidiary) fails to reimburse the applicable Issuing Lender for the full amount of any drawing under any Letter of Credit by the Agent time specified in the previous sentence, at the option of any payment in respect of any Reimbursement Obligationthe applicable Issuing Lender, the Administrative Agent will promptly notify each Facility A Revolving Lender thereof, and the Company shall promptly pay be deemed to each have requested that Base Rate Facility A Revolving Credit Lender that has acquired a participation therein under Loans in an amount equal to the second sentence Dollar Equivalent of Section 2.2(isuch unreimbursed amount be made by Facility A Revolving Lenders on the date the Administrative Agent provides such notice (or, if such notice is provided by the Administrative Agent after 11:00 a.m. (Local Time) such Revolving Credit Lender’s Dollar on any Business Day, on the immediately following Business Day, subject to the amount of the unutilized portion of the Facility A Revolving Commitment Percentage and subject to the conditions set forth in Section 11.2). Any notice given by an Issuing Lender or Alternative Currency Revolving Commitment Percentage, as applicable, the Administrative Agent pursuant to this Section 2.3.3 may be oral if immediately confirmed in writing (including by electronic communication); provided that the lack of such paymentan immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of a Letter of Credit of any demand for payment under such Letter of CreditTo induce LC Issuer to issue and maintain LCs and to induce Lenders to participate in issued LCs, the Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; provided, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and or reimburse the Agent for the amount of each demand for payment under such Letter of Credit LC Issuer (through Administrative Agent) (i) on or prior to the date on which of any payment is by LC Issuer under an LC (each such date, an “Honor Date”), the amount of any draft paid or to be made paid by LC Issuer, and (ii) promptly, upon demand, the Agent amount of any applicable fees (in addition to the beneficiary thereunderFees described in Section 3.8) which LC Issuer customarily charges to a Person similarly situated in the ordinary course of its business for amending LC Agreements, without presentmentfor honoring drafts under letters of credit, demandand taking similar action in connection with letters of credit. If Borrower has not reimbursed LC Issuer for any drafts paid or to be paid by 10:00 a.m. on any Honor Date, protest or other formalities Administrative Agent shall promptly notify each Lender of any kind the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Commitment Percentage thereof. In such event, Borrower shall be deemed to have requested a Revolving Loan consisting of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, to the extent of availability, and if the conditions precedent in this Agreement for such a Revolving Loan (other than any notice as provided requirements or minimum funding amounts) have, to Administrative Agent’s knowledge, been satisfied. Any notice given by LC Issuer or Administrative Agent pursuant to this Section 2.3(d) may be given by telephone if immediately confirmed in writing; provided, that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. Each Lender shall upon any notice pursuant to this subsection). In Section 2.3(d) make funds available to Administrative Agent for the case account of an LC Disbursement with respect to any Letter of Credit denominated Issuer in an Alternative Currency, amount equal to such Lender’s Commitment Percentage of the Borrower shall reimburse Unreimbursed Amount not later than 12:00 p.m. on the Agent in such Alternative Currency, unless (A) such Agent (at its option) shall have Business Day specified in such notice by Administrative Agent, whereupon, subject to the provisions of Section 2.3(f), each Lender that it will require so makes funds available shall be deemed to have made Base Rate Loans to Borrower in such amount. The funds so received shall be remitted by Administrative Agent directly to LC Issuer in payment of Borrower’s reimbursement in Dollarsobligation with respect to the draft under the LC; and (y) if and to the extent that for any reason, funds are not advanced pursuant to this Agreement to fully refinance the Unreimbursed Amount, then Borrower’s reimbursement obligation shall continue to be due and payable. Borrower’s obligations under this Section 2.3(d) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim, or defense to payment which Borrower may have at any time against LC Issuer or any other Person, and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, any of the following circumstances: (A) any lack of validity or enforceability of this Agreement or any of the Loan Documents; (B) in the absence existence of any claim, setoff, defense, or other right which Borrower may have at any time against a beneficiary named in an LC, any transferee of any LC (or any Person for whom any such requirement for reimbursement transferee may be acting), LC Issuer, any Lender, or any other Person, whether in Dollarsconnection with this Agreement, any LC, the transactions contemplated herein, or any unrelated transactions (including any underlying transaction between Borrower shall have notified and the Agent promptly following receipt beneficiary named in any such LC); (C) any draft, certificate, or any other document presented under the LC proving to be forged, fraudulent, invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (D) any payment by LC Issuer under such LC against presentation of a draft or certificate that does not strictly comply with the terms of such LC; or any payment made by LC Issuer under such LC to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such LC, including any arising in connection with any proceeding under any Debtor Relief Law; (E) any other circumstance or happening whatsoever, whether or not similar to any of the notice of drawing foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, Borrower or any Subsidiary; and (F) the Borrower will reimburse the Agent in Dollars. In the case occurrence of any Default or Event of Default. To the extent any funding of a draft has been made by Lenders pursuant to Section 2.3(f) or under this Section 2.3(d), LC Issuer shall promptly distribute any such reimbursement in Dollars payments received for the account of an LC Disbursement under a Letter of Credit denominated in an Alternative Currency, the Agent shall notify the Borrower of the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment Issuer in respect of any Reimbursement ObligationUnreimbursed Amount or interest thereon (whether directly from Borrower or otherwise, including, proceeds of cash collateral applied thereto by Administrative Agent) to all Lenders funding such draft according to their ratable share. Interest on any amounts remaining unpaid by Borrower (and unfunded by the Agent proceeds of a Loan under this Section 2.3(d)) at any time from and after the date such amounts become payable until paid in full shall promptly be payable by Borrower to LC Issuer at the Post-Default Rate. In the event any payment by Borrower received by LC Issuer with respect to an LC and distributed to Lenders on account of their participations therein is required to be returned under any of the circumstances described in Section 12.15 (including pursuant to any settlement entered into by LC Issuer in its discretion) each Lender shall pay to each Revolving Credit Lender that has acquired a participation therein under Administrative Agent for the second sentence account of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving LC Issuer its Commitment Percentage or Alternative Currency Revolving Commitment Percentagethereof on demand of Administrative Agent, as applicable, plus interest thereon from the date of such paymentdemand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Reimbursement Obligations. Upon receipt by (a) Each Borrower agrees to pay to the Agent from Issuer the beneficiary amount of a all Reimbursement Obligations, interest and other amounts payable to the Issuer under or in connection with any Facility Letter of Credit issued on behalf of such Borrower immediately when due, irrespective of any demand claim, set-off, defense or other right which the Borrower, the Company or any Subsidiary may have at any time against the Issuer or any other Person, under all circumstances, including without limitation, any of the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents; (ii) the existence of any claim, setoff, defense or other right which any Borrower or any Subsidiary may have at any time against a beneficiary named in a Facility Letter of Credit or any transferee of any Facility Letter of Credit (or any Person for payment under whom any such transferee may be acting), any Issuer, any Lender, or any other Person, whether in connection with this Agreement, any Facility Letter of Credit, the Agent transactions contemplated herein or any unrelated transactions (including any underlying transactions between any Borrower or any Subsidiary and the beneficiary named in any Facility Letter of Credit); (iii) any draft, certificate or any other document presented under the Facility Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; or (v) the occurrence of any Default or Unmatured Default. (b) The Issuer shall promptly notify the applicable Borrower of the amount to be paid by the Agent as any draw under a result Facility Letter of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; provided, however, the Agent’s failure to give, or delay in giving, such notice Credit. Such Borrower shall not discharge the Borrower in any respect from reimburse the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent Issuer for the amount of each demand for payment drawings under such a Facility Letter of Credit issued by it on or prior to behalf of such Borrower promptly after the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection)Issuer. In the case of an LC Disbursement Any Reimbursement Obligation with respect to any Facility Letter of Credit shall bear interest from the date of the relevant drawings under the pertinent Facility Letter of Credit at (i) in the case of such Obligations denominated in U.S. Dollars, the interest rate for Floating Rate Loans or (ii) in the case of such Obligations denominated in an Alternative Agreed Foreign Currency, at the Borrower shall reimburse the Agent correlative floating rate of interest customarily applicable to similar extensions of credit to corporate borrowers denominated in such Alternative Currency, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) currency in the absence country of any issue of such requirement for reimbursement in Dollarscurrency, as determined by the Agent. In addition to its other rights, the Borrower Issuers shall also have notified the Agent promptly following receipt of the notice of drawing that the Borrower will reimburse the Agent in Dollarsall rights for indemnification and reimbursement as each Lender is entitled under this Agreement. In the case of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated in an Alternative Currency, the Agent shall notify the Borrower of the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Agent shall promptly pay to each Revolving Credit Lender that has acquired a participation therein under the second sentence of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment Percentage, as applicable, of such payment.2.15.5

Reimbursement Obligations. Upon receipt by To induce LC Issuer to issue and maintain LCs and to induce Lenders to participate in issued LCs, Borrower agrees to pay or reimburse LC Issuer (i) on the Agent from date on which any draft is presented under any LC, the beneficiary Dollar-Equivalent amount (calculated at the then Dollar-Equivalent of a Letter of Credit such amount) of any demand for payment under such Letter of Credit, the Agent shall promptly notify the Borrower of the amount draft paid or to be paid by the Agent as a result of such demand LC Issuer and (the “Reimbursement Obligations”ii) and the date on which payment is to be made by the Agent to such beneficiary in respect of such promptly, upon demand; provided, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior any fees (in addition to the date on fees described in SECTION 4) which payment is LC Issuer customarily charges to a Person similarly situated in the ordinary course of its business for amending LC Agreements, for honoring drafts under letters of credit, and taking similar action in connection with letters of credit; PROVIDED THAT, (x) if Borrower has not reimbursed LC Issuer for any drafts paid or to be made paid within 24 hours of demand therefor by LC Issuer, Administrative Agent is hereby irrevocably authorized to fund such reimbursement obligations (calculated at the Agent then Dollar-Equivalent of such amount) as a Committed Borrowing under this Agreement to the beneficiary thereunderextent of availability under this Agreement, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection). In regard to the case of an LC Disbursement with respect to any Letter of Credit denominated in an Alternative Currency, the Borrower shall reimburse the Agent in such Alternative Currency, unless (A) such Agent (at its option) shall have minimum and multiples specified in such notice that it will require reimbursement in DollarsSECTION 2.1 for the principal amount of Base Rate Borrowings, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt of the notice of drawing that the Borrower will reimburse the Agent in Dollars. In the case of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated in an Alternative Currency, the Agent shall notify the Borrower of the Dollar Equivalent of but subject to the amount of the unutilized portion of the Commitment and the conditions set forth in SECTION 5.2 (other than the delivery of a Borrowing Notice); the proceeds of such Committed Borrowing under this Agreement shall be remitted by Administrative Agent directly to LC Disbursement promptly following Issuer in payment of Borrower's reimbursement obligation with respect to the determination thereofdraft under the LC; and (y) if for any reason, funds are not advanced pursuant to this Agreement, then Borrower's reimbursement obligation shall continue to be due and payable. Upon receipt by the Agent Borrower's obligations under this SECTION 2.2(c) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim, or defense to payment which Borrower may have at any time against LC Issuer or any other Person, and shall be made in respect accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, any of the following circumstances: (A) any lack 18 REVOLVING CREDIT AGREEMENT of validity or enforceability of this Agreement or any of the Loan Papers; (B) the existence of any Reimbursement Obligationclaim, setoff, defense, or other Right which Borrower may have at any time against a beneficiary named in a LC, any transferee of any LC (or any Person for whom any such transferee may be acting), LC Issuer, any Lender, or any other Person, whether in connection with this Agreement, any LC, the Agent transactions contemplated herein, or any unrelated transactions (including any underlying transaction between Borrower and the beneficiary named in any such LC); (C) any draft, certificate, or any other document presented under the LC proving to be forged, fraudulent, invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; and (D) the occurrence of any Potential Default or Default. To the extent any funding of a draft has been made by Lenders pursuant to SECTION 2.2(e) or under this Agreement, LC Issuer shall promptly pay distribute any such payments received from Borrower with respect to such draft to all Lenders funding such draft according to their ratable share. Interest on any amounts remaining unpaid by Borrower (and unfunded by a Committed Borrowing under this Agreement) under this clause at any time from and after the date such amounts become payable until paid in full shall be payable by Borrower to LC Issuer at the Default Rate. In the event any payment by Borrower received by LC Issuer with respect to an LC and distributed to Lenders on account of their participations therein is thereafter set aside, avoided, or recovered from LC Issuer in connection with any receivership, liquidation, or bankruptcy proceeding, each Revolving Credit Lender that has acquired a participation therein under which received such distribution shall, upon demand by LC Issuer, contribute such Lender's ratable portion of the second sentence of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment Percentage, as applicable, amount (calculated at the then Dollar-Equivalent of such paymentamount) set aside, avoided, or recovered, TOGETHER WITH interest at the rate required to be paid by LC Issuer upon the amount required to be repaid by it.

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of (i) The Borrowers hereby agree to reimburse (or cause any LC Obligor for whose account a Letter of Credit of any demand for was issued to reimburse) each LC Issuer, by making payment under directly to such Letter of Credit, LC Issuer in immediately available funds at the Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result payment office of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; providedLC Issuer, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in for any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement Unpaid Drawing with respect to any Letter of Credit denominated within one (1) Business Day after such LC Issuer notifies such Borrower (or any such other LC Obligor for whose account such Letter of Credit was issued) of such payment or disbursement (which notice to such Borrower (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in U.S. Dollars, with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office of the applicable LC Issuer) on the date of such payment or disbursement, from the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.09(a) that are EurodollarSOFR Loans or, if not reimbursed within one Business Day after such notice, at the rate then applicable to Revolving Loans pursuant to Section 2.09(d) that are Base Rate Loans, any such interest also to be payable on demand. If by 12:00 noon Local Time on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Alternative CurrencyUnpaid Drawing, the Borrower shall reimburse Borrowers or the Agent relevant LC Obligor have not made such reimbursement out of available cash on hand or, in such Alternative Currency, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt of the notice of drawing that the Borrower will reimburse the Agent in Dollars. In the case of any such reimbursement Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to such Borrower), (x) such Borrower will in Dollars each case be deemed to have given a Notice of an LC Disbursement under a Letter of Credit denominated Borrowing for Revolving Loans that are Base Rate Loans in an Alternative Currency, aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Agent shall notify the Borrower of the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Administrative Agent shall promptly pay give notice to each the Lenders of such deemed Notice of Borrowing, and such deemed Notice of Borrowing is not required to comply with the requirements specified in Section 2.06), (y) the Lenders shall make the Revolving Credit Lender that has acquired a participation therein Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and (z) the second sentence proceeds of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment PercentageLoans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, as applicable, with any excess proceeds to be made available to the Borrowers in accordance with the applicable provisions of such paymentthis Agreement.

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of (i) The Borrowers hereby agree to reimburse (or cause any LC Obligor for whose account a Letter of Credit of any demand for was issued to reimburse) each LC Issuer, by making payment under directly to such Letter of Credit, LC Issuer in immediately available funds at the Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result payment office of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; providedLC Issuer, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in for any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement Unpaid Drawing with respect to any Letter of Credit denominated immediately after, and in any event on the date on which, such LC Issuer notifies the Borrower Representative (or any such other LC Obligor for whose account such Letter of Credit was issued) of such payment or disbursement (which notice to the Borrower Representative (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars, with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office of the applicable LC Issuer) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.09(a)(i) that are Base Rate Loans or, if not reimbursed on the date of such payment or disbursement, at the Default Rate, any such interest also to be payable on demand. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Alternative CurrencyUnpaid Drawing, the Borrower shall reimburse Representative or the Agent relevant LC Obligor has not made such reimbursement out of its available cash on hand or, in such Alternative Currency, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt of the notice of drawing that the Borrower will reimburse the Agent in Dollars. In the case of any a Borrower, a contemporaneous Borrowing hereunder (if such reimbursement Borrowing is otherwise available to the Borrowers), (x) the Borrower Representative will in Dollars each case be deemed to have given a Notice of an LC Disbursement under a Letter of Credit denominated Borrowing for Revolving Loans that are Base Rate Loans in an Alternative Currency, aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Agent shall notify the Borrower of the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Administrative Agent shall promptly pay give notice to each the Revolving Credit Lender that has acquired a participation therein Lenders of such deemed Notice of Borrowing), (y) the Revolving Lenders shall, unless they are legally prohibited from doing so, make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and (z) the second sentence proceeds of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment PercentageLoans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, as applicable, with any excess proceeds to be made available to the Borrowers in accordance with the applicable provisions of such paymentthis Agreement.

Reimbursement Obligations. Upon receipt Borrowers shall reimburse Agent for all Extraordinary Expenses. Borrowers shall also reimburse Agent for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by the Agent from the beneficiary of a Letter of Credit it in connection with (a) negotiation and preparation of any demand for payment under such Letter Loan Documents, including any amendment or other modification thereof; (b) administration of Creditand actions relating to any Collateral, the Agent shall promptly notify the Borrower Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of the amount Agent's Liens on any Collateral, to be paid by the Agent as a result of such demand maintain any insurance required hereunder or to verify Collateral; and (the “Reimbursement Obligations”c) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; provided, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior subject to the date on which payment is to be made by the Agent to the beneficiary thereunderlimits of Section 10.1.1(b), without presentmenteach inspection, demand, protest audit or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement appraisal with respect to any Letter Obligor or Collateral, whether prepared by Agent's personnel or a third party. If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificate), it is reasonably determined prior to Full Payment of Credit denominated in an Alternative Currencyall of the Obligations that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, the proper margin shall be applied retroactively and Borrowers shall within three (3) Business Days of request, pay to Agent, for the Pro Rata benefit of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrowers under this Section shall be due within thirty (30) days of receipt by the Borrower Agent of an invoice relating thereto setting forth such expense in reasonable detail (other than with respect to fees and expenses accrued through the Closing Date, which shall reimburse be paid (a) on the Agent in Closing Date if such Alternative Currency, unless documentation reasonably supporting such fees and expenses is provided within three (A3) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollarsdays prior to the Closing Date, or (Bb) within three (3) Business Days after delivery of such supporting documentation if not timely delivered before the Closing Date). All such reimbursement obligations, including Extraordinary Expenses, shall be limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one primary counsel to Agent, plus, if reasonably necessary, one primary counsel to the Agent and the Lenders, taken as a whole, plus, if reasonably necessary, one local counsel in each applicable jurisdiction which, in each case, shall exclude allocated costs of in-house counsel and (ii) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt of the notice of drawing that the Borrower will reimburse the Agent in Dollars. In the case of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated in an Alternative Currencyother consultants and advisers, to the Agent shall notify the Borrower of the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Agent shall promptly pay to each Revolving Credit Lender that has acquired a participation therein under the second sentence of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment Percentage, as applicable, reasonable and documented fees and expenses of such paymentPerson.

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of (i) The Borrower hereby agrees to reimburse (or cause any LC Obligor for whose account a Letter of Credit of any demand for was issued to reimburse) each LC Issuer, by making payment under directly to such Letter of Credit, LC Issuer in immediately available funds at the Agent shall promptly notify the Borrower of the amount to be paid by the Agent as a result payment office of such demand (the “Reimbursement Obligations”) and the date on which payment is to be made by the Agent to such beneficiary in respect of such demand; providedLC Issuer, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in for any respect from the applicable Reimbursement Obligation. The Borrower hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for the amount of each demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (other than notice as provided in this subsection). In the case of an LC Disbursement Unpaid Drawing with respect to any Letter of Credit denominated immediately after, and in any event on the date on which, such LC Issuer notifies the Borrower (or any such other LC Obligor for whose account such Letter of Credit was issued) of such payment or disbursement (which notice to the Borrower (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars in which such Letter of Credit is denominated, with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office of the applicable LC Issuer) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.09(a) that are Base Rate Loans or, if not reimbursed on the date of such payment or disbursement, at the Default Rate, any such interest also to be payable on demand. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Alternative CurrencyUnpaid Drawing, the Borrower shall reimburse or the Agent in relevant LC Obligor has not made such Alternative Currencyreimbursement out of its available cash on hand or, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Agent promptly following receipt case of the notice of drawing that Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the Borrower), (x) the Borrower will reimburse the Agent in Dollars. In the each case be deemed to have given a Notice of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated Borrowing for Revolving Loans that are Base Rate Loans in an Alternative Currency, aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Agent shall notify the Borrower of the Dollar Equivalent of the amount of the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Administrative Agent shall promptly pay give notice to each the Lenders of such deemed Notice of Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Credit Lender that has acquired a participation therein Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and (z) the second sentence proceeds of Section 2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment PercentageLoans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, as applicable, with any excess proceeds to be made available to the Borrower in accordance with the applicable provisions of such paymentthis Agreement.