Common use of Reimbursement Clause in Contracts

Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the amount equal to such LC Disbursement not later than (i) 1:00 p.m., New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii) if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 p.m., New York City time, on the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in a principal amount equal to the amount of such LC Disbursement and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If the an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such Issuing Bank in respect of such LC Disbursement by paying to the Administrative Agent in Dollars the an amount equal to such LC Disbursement (together with interest on the amount of such LC Disbursement for the period from the date of such LC Disbursement to but excluding the date of such reimbursement at a rate per annum equal to the Adjusted Base Rate plus the Applicable Rate) not later than (i) 1:00 p.m.12:00 noon, New York City time, (i) for any Letter of Credit with a face amount of $20,000,000 or more, on the date Business Day that such LC Disbursement is made, if the Borrower shall have received receives notice of such LC Disbursement if such notice is received prior to 10:00 a.m., New York City time, on such date, or (ii) if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 p.m., New York City time, on the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time or (ii) for any other Letter of Credit, on the second Business Day immediately following the day that the Borrower receives notice of receipt; such LC Disbursement, provided that, if such LC Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with a Revolving Credit Base Rate Borrowing in an ABR Revolving Borrowing or Swingline Loan in a principal equivalent amount equal to the amount of such LC Disbursement and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline LoanCredit Base Rate Borrowing. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Credit Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Revolving Credit Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Credit Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 2.06 with respect to Revolving Credit Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the respective Issuing Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective Issuing Bank or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement. Notwithstanding anything to the contrary in this paragraph, if the Borrower fails to make a payment in respect of an LC Disbursement when due, or if the Borrower so instructs the Administrative Agent, the Administrative Agent shall apply the funds provided as cash collateral pursuant to Section 2.04(i) or Section 2.19(c) to reimburse the Issuing Banks and Revolving Credit Lenders hereunder, as applicable.

Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the an amount equal to such LC Disbursement not later than (i) 1:00 p.m., New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii) if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 p.m.12:00 noon, New York City time, on the Business Day immediately following the day that the Borrower receives notice of such notice, if such notice is not received prior to such time on the day of receiptLC Disbursement; provided that, if such LC Disbursement is not less than $1,000,0002,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request (and, if the Borrower fails to reimburse such LC Disbursement when due, the Borrower shall be deemed to have requested) in accordance with Section 2.03 or 2.05 that such payment LC Disbursement be financed with an ABR Revolving Borrowing or Swingline Loan in a principal an equivalent amount equal to the amount of such LC Disbursement and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing (and the time for reimbursement of such LC Disbursement shall automatically be extended to the Business Day following such request or Swingline Loandeemed request). If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Revolving Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Revolving Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If the any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the Dollar Amount equal to such LC Disbursement, calculated as of the date such Issuing Bank made such LC Disbursement (or if an Issuing Bank shall so elect in its sole discretion by notice to the Borrower, in such other Agreed Currency which was paid by such Issuing Bank pursuant to such LC Disbursement in an amount equal to such LC Disbursement Disbursement) not later than (i) 1:00 p.m.12:00 noon, New York City timeLocal Time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City timeLocal Time, on such date, or (ii) or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 p.m.12:00 noon, New York City timeLocal Time, on the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than the Dollar Amount of $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with (i) to the extent such LC Disbursement was made in Dollars, an ABR Revolving Borrowing, Eurocurrency Revolving Borrowing or Swingline Loan in a principal Dollars in an amount equal to such LC Disbursement or (ii) to the extent that such LC Disbursement was made in a Foreign Currency, a Eurocurrency Revolving Borrowing in such Foreign Currency in an amount of equal to such LC Disbursement and, in each case, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing, Eurocurrency Revolving Borrowing or Swingline Loan, as applicable. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the relevant Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the relevant Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement. If the Borrower’s reimbursement of, or obligation to reimburse, any amounts in any Foreign Currency would subject the Administrative Agent, any Issuing Bank 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 (x) pay the amount of any such tax requested by the Administrative Agent, the relevant Issuing Bank or the relevant Lender or (y) reimburse each LC Disbursement made in such Foreign Currency in Dollars, in an amount equal to the Equivalent Amount, calculated using the applicable Exchange Rates, on the date such LC Disbursement is made, of such LC Disbursement.

Reimbursement. If the an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, such Issuing Bank shall give prompt notice to the Borrower of such LC Disbursement, and the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the an amount equal to such LC Disbursement not later than (i) 1:00 3:00 p.m., New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m.12:00 noon., New York City time, on such date, or (ii) or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 p.m.12:00 noon, New York City time, on the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000, 1,000,000 the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in a principal an equivalent amount equal to the amount of such LC Disbursement and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline LoanBorrowing. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 2.05 with respect to Loans made by such Lender (and Section 2.07 2.05 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the such Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the relevant Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower Company shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the Dollar Amount equal to such LC Disbursement, calculated as of the date the Issuing Bank made such LC Disbursement (or if the Issuing Bank shall so elect in its sole discretion by notice to the Company, in such other Agreed Currency which was paid by the Issuing Bank pursuant to such LC Disbursement in an amount equal to such LC Disbursement Disbursement) not later than (i) 1:00 p.m.12:00 noon, New York City timeLocal Time, on the date that such LC Disbursement is made, if the Borrower Company shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City timeLocal Time, on such date, or (ii) or, if such notice has not been received by the Borrower Company prior to such time on such date, then not later than 1:00 p.m.12:00 noon, New York City timeLocal Time, on the Business Day immediately following the day that the Borrower Company receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000, that the Borrower Company may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in a principal amount equal to the amount an equivalent Dollar Amount of such LC Disbursement and, to the extent so financed, the BorrowerCompany’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrower Company fails to make such payment when due, the Administrative Agent shall notify each Applicable Lender of the applicable LC Disbursement, the payment then due from the Borrower Company in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Applicable Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the BorrowerCompany, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Applicable Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Applicable Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower Company pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Applicable Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a an Applicable Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower Company of its obligation to reimburse such LC Disbursement. If the Company’s reimbursement of, or obligation to reimburse, any amounts in any Foreign Currency would subject the Administrative Agent, the Issuing Bank or any Multicurrency Tranche 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 Company shall, at its option, either (x) pay the amount of any such tax requested by the Administrative Agent, the Issuing Bank or the relevant Multicurrency Tranche Lender or (y) reimburse each LC Disbursement made in such Foreign Currency in Dollars, in an amount equal to the Equivalent Amount, calculated using the applicable exchange rates, on the date such LC Disbursement is made, of such LC Disbursement.

Reimbursement. If the an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the applicable Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the an amount equal to such LC Disbursement not later than (i) 1:00 p.m., New York City time, on the date that such LC Disbursement is made, if the such Borrower shall have received notice of such LC Disbursement prior to 10:00 9:00 a.m., New York City time, on such date, or (ii) or, if such notice has not been received by the such Borrower prior to such time on such date, then not later than 1:00 p.m., New York City time, on the Business Day immediately following the day that the such Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if that such LC Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section Sections 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in a principal an equivalent amount equal to the amount of such LC Disbursement and, to the extent so financed, the such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline LoanBorrowing. If the such Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the such Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the such Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the such Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Lenders and the applicable Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the a Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If the any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the amount equal to such LC Disbursement, calculated as of the date the applicable Issuing Bank made such LC Disbursement not later than (i) 1:00 2:00 p.m., New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii) or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 2:00 p.m., New York City time, on the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in a principal amount equal to the an equivalent amount of such LC Disbursement and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline LoanBorrowing. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the any Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If the Issuing Bank shall make makes any LC Disbursement in respect of a Letter of Credit, the Borrower Borrowers shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the an amount equal to such LC Disbursement not later than (i) 1:00 p.m.12:00 noon, New York City time, on the date day that such LC Disbursement is made, if the Borrower shall have received Company receives notice of such LC Disbursement prior to before 10:00 a.m., New York City time, on such dateday, or (ii) or, if such notice has not been received by the Borrower prior to Company by such time on such dateday, then not later than 1:00 p.m.12:00 noon, New York City time, on (i) the Business Day that the Company receives such notice, if such notice is received before 10:00 a.m., New York City time, on the day of receipt, or (ii) the next Business Day immediately following the day that the Borrower receives such noticeDay, if such notice is not received prior to before such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000, that the Borrower Company may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 2.04 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in a principal an equivalent amount equal to the amount of such LC Disbursement and, to the extent so financed, the Borrower’s Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrower fails Borrowers fail to make such payment when due, the Administrative Agent shall notify each Lender and the Issuing Bank of the applicable LC Disbursement, the payment then due from the Borrower Borrowers in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the BorrowerBorrowers, in the same manner as is provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the such payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower Borrowers of its their obligation to reimburse such LC Disbursement.

Reimbursement. If the an Issuing Bank shall make any LC Disbursement in respect of a Letter of CreditCredit issued by it, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the an amount equal to such LC Disbursement not later than (i) 1:00 p.m.12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii) or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 p.m.12:00 noon, New York City time, on the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000, that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in a principal an equivalent amount equal to the amount of such LC Disbursement and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline LoanBorrowing. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its such Lender’s Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the relevant Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the relevant Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the relevant Issuing Bank, then to such Lenders and the relevant Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the amount equal to such LC Disbursement, calculated as of the date the Issuing Bank made such LC Disbursement not later than (i) 1:00 p.m.12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii) or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 p.m.12:00 noon, New York City time, on the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in a principal amount equal to the an equivalent amount of such LC Disbursement and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline LoanBorrowing. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the amount equal to such LC Disbursement, calculated as of the date the Issuing Bank made such LC Disbursement not later than (i) 1:00 2:00 p.m., New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii) or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 2:00 p.m., New York City time, on the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in a principal amount equal to the an equivalent amount of such LC Disbursement and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline LoanBorrowing. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If the any Issuing Bank shall make any LC Disbursement in respect of a Letter of CreditCredit issued by such Issuing Bank, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the amount equal to such LC Disbursement, calculated as of the date such Issuing Bank made such LC Disbursement not later than (i) 1:00 p.m.12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii) or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 p.m.12:00 noon, New York City time, on the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000, that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in a principal amount equal to the an equivalent amount of such LC Disbursement and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the such Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the such Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the such Issuing Bank for any LC Disbursement (other than the funding of an ABR Revolving Loans Loan or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If the an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent (except as specified below) an amount in Dollars cash in the amount same currency in which the applicable Letter of Credit was denominated equal to such LC Disbursement not later than (i) 1:00 2:00 p.m., New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 11:00 a.m., New York City time, on such date, or (ii) or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 2:00 p.m., New York City time, on (i) the Business Day that the Borrower receives such notice, if such notice is received prior to 11:00 a.m., New York City time, on the day of receipt, or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or Section 2.05 that such payment be financed with an ABR Revolving Borrowing or (consisting of a Swingline Loan or an ABR Loan, as applicable) in a principal an amount equal to the amount of such the LC Disbursement Disbursement, as determined by the applicable Issuing Bank promptly following determination thereof and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Swingline Loan or ABR Revolving Borrowing or Swingline Loan, as applicable. Notwithstanding the foregoing, any Issuing Bank may, at its option, specify in the applicable notice of LC Disbursement that such Issuing Bank will require reimbursements in dollars; provided that the applicable Issuing Bank shall notify the Borrower of the amount of the drawing promptly following the determination thereof. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement (expressed in dollars in the amount of such LC Disbursement), the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly In the event the Borrower does not so reimburse any Issuing Bank promptly following receipt of such notice, each Lender shall pay in dollars to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay in dollars to the relevant Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the relevant Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Lenders and the such Issuing Bank as their its interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan or an ABR Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If the an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Issuing Bank, with notice of such payment given to the Administrative Agent in Dollars the Agent, an amount equal to such LC Disbursement in the same currency as the LC Disbursement not later than (i) 1:00 p.m., New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii) if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 4:00 p.m., New York City time, on the Business Day immediately following the day that the Borrower receives notice of such notice, if such notice is not received prior to such time on the day of receiptLC Disbursement; provided that, if such LC Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 Section 2.04 that such payment be financed with an ABR Revolving Loan Borrowing or a Swingline Loan Loan, in a principal amount equal to the amount of such LC Disbursement each case in an equivalent amount, and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Loan Borrowing or Swingline Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in dollars and in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the LendersRevolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly pay remit to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank in dollars or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Revolving Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the any Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the respective Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent Issuing Bank in Dollars the Dollar Amount equal to such LC Disbursement, calculated as of the date the Issuing Bank made such LC Disbursement (or if the Issuing Bank shall so elect in its sole discretion by notice to the respective Borrower, in such other Agreed Currency which was paid by the Issuing Bank pursuant to such LC Disbursement in an amount equal to such LC Disbursement Disbursement) not later than (i) 1:00 p.m.12:00 noon, New York City timeLocal Time, on the date that such LC Disbursement is made, if the a Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City timeLocal Time, on such date, or (ii) or, if such notice has not been received by the a Borrower prior to such time on such date, then not later than 1:00 p.m.12:00 noon, New York City timeLocal Time, on the Business Day immediately following the day that the a Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than the Dollar Amount of $1,000,000, the Borrower Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in a principal amount equal to the amount an equivalent Dollar Amount of such LC Disbursement and, to the extent so financed, the Borrower’s Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrower fails Borrowers fail to make such payment when due, the Administrative Agent shall notify each Applicable Lender of the applicable LC Disbursement, the payment then due from the Borrower Borrowers in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Applicable Lender shall pay to the Administrative Agent its Applicable Percentage (after giving effect to the reallocation provisions of paragraph (k) below) of the payment then due from the BorrowerBorrowers, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Applicable Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Applicable Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Applicable Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a an Applicable Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower Borrowers of its obligation their obligations to reimburse such LC Disbursement. If the Borrowers’ reimbursement of, or obligation to reimburse, any amounts in any Foreign Currency would subject the Administrative Agent, the Issuing Bank or any Multicurrency Tranche 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 Borrowers shall, at their option, either (x) pay the amount of any such tax requested by the Administrative Agent, the Issuing Bank or the relevant Multicurrency Tranche Lender or (y) reimburse each LC Disbursement made in such Foreign Currency in Dollars, in an amount equal to the Equivalent Amount, calculated using the applicable exchange rates, on the date such LC Disbursement is made, of such LC Disbursement.

Reimbursement. If the any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the an amount equal to such LC Disbursement not later than (i) 1:00 3:30 p.m., New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii) or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 p.m., New York City time, on the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,0005,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 2.04 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in a principal an equivalent amount equal to the amount of such LC Disbursement and, to the extent so financed, the Borrower’s 's obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s 's Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the relevant Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the such Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. (a) If the applicable Issuing Bank shall make makes any LC L/C Disbursement in respect of a Letter of Credit, the Borrower shall will reimburse such LC L/C Disbursement by paying to the Administrative Agent in Dollars the an amount equal to such LC L/C Disbursement not later than (i) 1:00 2:00 p.m., New York City time, on the date that first Business Day after the Borrower receives notice under paragraph (8) of this Section 2.05 of such LC L/C Disbursement is made(or the second Business Day, if the Borrower shall have such notice is received notice of such LC Disbursement prior to 10:00 a.m.after 12:00 noon, New York City time), on together with accrued interest thereon from the date of such date, or (ii) if such notice has not been received by L/C Disbursement at the Borrower prior rate applicable to such time on such date, then not later than 1:00 p.m., New York City time, on the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receiptABR Loans; provided that, if such LC Disbursement is not less than $1,000,000, that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 2.04 that such payment be financed with an ABR Revolving Facility Borrowing or a Swingline Loan Borrowing, as applicable, in a principal an equivalent amount equal to the amount of such LC Disbursement and, to the extent so financed, the Borrower’s obligation obligations to make such payment shall will be discharged and replaced by the resulting ABR Revolving Facility Borrowing or Swingline LoanBorrowing. If such Letter of Credit is denominated in a currency other than Dollars, all reimbursements by the Borrower of the honoring of any drawing under such Letter of Credit will be paid in the currency in which such Letter of Credit was denominated. (b) If the Borrower fails to make such payment reimburse any L/C Disbursement when due, then the Administrative Agent shall will promptly notify the applicable Issuing Bank and each other Revolving Lender of the applicable LC L/C Disbursement, the payment then due from the Borrower in respect thereof and and, in the case of a Revolving Lender, such Lender’s Applicable Revolving Facility Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall will pay to the Administrative Agent its Applicable Revolving Facility Percentage of the payment then due from the Borrower, Borrower in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 shall 2.06 will apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall will promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Any payment made by a Revolving Lender pursuant to this paragraph (5) to reimburse an Issuing Bank for any L/C Disbursement (other than the funding of an ABR Revolving Loan or a Swingline Borrowing as contemplated above) will not constitute a Loan and will not relieve the Borrower of its obligations to reimburse such L/C Disbursement. (c) Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraphparagraph (5)(a), the Administrative Agent shall will distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph (5)(b) to reimburse the such Issuing Bank, then to such Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. (i) If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the U.S. Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the Issuing Bank an amount equal to such LC Disbursement not later than (i) 1:00 3:00 p.m., New York City time, on the date that such LC Disbursement is made, made if the U.S. Borrower shall have received notice of such LC Disbursement prior to 10:00 11:00 a.m., New York City time, on such date, or (ii) or, if such notice has not been received by the U.S. Borrower prior to such time on such date, then not later than 1:00 3:00 p.m., New York City time, on the Business Day immediately following the day that the U.S. Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000, the that U.S. Borrower may, subject to the conditions to borrowing set forth herein, request (x) in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan Loans in a principal an equivalent amount equal to the amount of such LC Disbursement and, to the extent so financed, the U.S. Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing Loans or Swingline Loan. (y) that such payment be satisfied with the proceeds of Term Loans held in the Ply Gem LC Restricted Account. (ii) If the U.S. Borrower fails to make such payment when due, the Issuing Bank shall notify the Administrative Agent and the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the U.S. Borrower in respect thereof and such Revolving Lender’s Applicable Pro Rata Percentage thereof. Promptly following receipt of such notice, each Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent its Applicable not later than 2:00 p.m., New York City time, on such date (or, if such Revolving Lender shall have received such notice later than 12:00 noon, New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Revolving Lender’s Pro Rata Percentage of the payment then due from the Borrower, unreimbursed LC Disbursement in the same manner as provided in Section 2.07 2.02(c) with respect to Revolving Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders)Revolving Lender, and the Administrative Agent shall will promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from U.S. Borrower pursuant to the above paragraph prior to the time that any Revolving Lender makes any payment pursuant to the preceding sentence and any such amounts received by the Administrative Agent of any payment from the U.S. Borrower pursuant to this paragraph, thereafter will be promptly remitted by the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent Revolving Lenders that Lenders shall have made such payments pursuant and to this paragraph to reimburse the Issuing Bank, then as appropriate. (iii) If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, each of such Lenders Revolving Lender and U.S. Borrower severally agrees to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with the foregoing to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank as their interests may appear. Any payment made at (i) in the case of U.S. Borrower, the rate per annum set forth in Section 2.18(h) and (ii) in the case of such Lender, at a rate determined by a Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans Administrative Agent in accordance with banking industry rules or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursementpractices on interbank compensation.

Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit shall make any L/C Disbursement in respect of such Letter of Credit, the Borrower Borrowers shall reimburse such LC L/C Disbursement by paying to the Administrative Agent in Dollars the an amount equal to such LC L/C Disbursement not later than (i) 1:00 p.m.prior to the close of business, New York, New York City time, on the date Business Day that such LC L/C Disbursement is made, if the Borrower Borrowers shall have received notice of such LC L/C Disbursement prior to 10:00 11:00 a.m., New York, New York City time, on such date, or (ii) if such notice has not been received by the Borrower Borrowers prior to such time on such date11:00 a.m., then not later than 1:00 p.m.New York, New York City time, then prior to the close of business, New York, New York time, on the Business Day immediately following the day that the Borrower receives Borrowers receive such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC L/C Disbursement is not less than $1,000,000, the Borrower Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 2.04 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in a principal an equivalent amount equal to the amount of such LC Disbursement and, to the extent so financed, the Borrower’s Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrower fails Borrowers fail to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC L/C Disbursement, the payment then due from the Borrower Borrowers in respect thereof and such Revolving Lender’s Revolving Applicable Percentage thereof. Promptly following receipt of such notice, each such Revolving Lender shall pay to the Administrative Agent its Revolving Applicable Percentage of the payment then due from the BorrowerBorrowers, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Revolving Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the such Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the such Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Revolving Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC L/C Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower Borrowers of its their obligation to reimburse such LC L/C Disbursement.

Reimbursement. If the any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the amount equal to such LC Disbursement, calculated as of the date the Issuing Bank made such LC Disbursement not later than (i) 1:00 p.m.12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii) or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 p.m.12:00 noon, New York City time, on the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in a principal amount equal to the an equivalent amount of such LC Disbursement and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the applicable Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the Dollar Amount equal to such LC Disbursement, calculated as of the date the Issuing Bank made such LC Disbursement (or if the Issuing Bank shall so elect in its sole discretion by notice to the Borrower, in such other Agreed Currency which was paid by the Issuing Bank pursuant to such LC Disbursement in an amount equal to such LC Disbursement Disbursement) not later than (i) 1:00 p.m.12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii) or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 p.m.12:00 noon, New York City time, on the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than the Dollar Amount of $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with (i) to the extent such LC Disbursement was made in Dollars, an ABR Revolving Borrowing, Eurocurrency Revolving Borrowing or Swingline Loan in a principal Dollars in an amount equal to such LC Disbursement or (ii) to the extent that such LC Disbursement was made in a Foreign Currency, a Eurocurrency Revolving Borrowing in such Foreign Currency in an amount of equal to such LC Disbursement and, in each case, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing, Eurocurrency Revolving Borrowing or Swingline Loan, as applicable. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Applicable Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage (after giving effect to the reallocation provisions of Section 2.06(d)) thereof. Promptly following receipt of such notice, each Applicable Lender shall pay to the Administrative Agent its Applicable Percentage (after giving effect to the reallocation provisions of Section 2.06(d)) of the payment then due from the Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Applicable Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Applicable Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Applicable Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a an Applicable Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement. If the Borrower’s reimbursement of, or obligation to reimburse, any amounts in any Foreign Currency would subject the Administrative Agent, the Issuing Bank or any Multicurrency Tranche 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 (x) pay the amount of any such tax requested by the Administrative Agent, the Issuing Bank or the relevant Multicurrency Tranche Lender or (y) reimburse each LC Disbursement made in such Foreign Currency in Dollars, in an amount equal to the Equivalent Amount, calculated using the applicable Exchange Rates, on the date such LC Disbursement is made, of such LC Disbursement.

Reimbursement. If the an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the a Borrower or any Additional Borrower, as applicable, shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the an amount equal to such LC Disbursement in Dollars or (subject to the immediately succeeding sentence) the applicable Foreign Currency, not later than 12:00 noon (i) 1:00 p.m., New York City time, ) on the date Domestic Business Day immediately following the Domestic Business Day that such LC Disbursement is mademade (the “Disbursement Date”), if the such Borrower or such Additional Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., 3:00 P.M. (New York City time) on the Disbursement Date, on such dateor, or (ii) if such notice has not been received by the such Borrower or such Additional Borrower prior to such time on such date, then not later than 1:00 p.m., 12:00 noon (New York City time, ) on (i) the Domestic Business Day immediately following the Domestic Business Day that such Borrower or such Additional Borrower, as applicable, receives such notice, if such notice is received prior to 3:00 P.M. (New York City time) on the day of receipt, or (ii) within two Domestic Business Days immediately following the day that the such Borrower or such Additional Borrower receives such notice, if such notice is not received prior to such time 3:00 P.M. (New York City time) on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,00010,000,000 (or the equivalent amount in a Foreign Currency), the such Borrower or such Additional Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 2.2 or 2.05 2.3 that such payment be financed with an ABR Revolving Borrowing a Base Rate Loan, Euro-Currency Loan or Swingline Money Market Loan in a principal an equivalent amount equal to the amount of such LC Disbursement and, to the extent so financed, the such Borrower’s or such Additional Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing Base Rate Loan, Euro-Currency Loan or Swingline Money Market Loan. If the any Borrower or any Additional Borrower fails to make such payment when due, (i) if such payment relates to a Letter of Credit denominated in a Foreign Currency, automatically and with no further action required, such Borrower’s or such Additional Borrower’s obligation to reimburse the applicable LC Disbursement shall be permanently converted into an obligation to reimburse the Dollar Equivalent, calculated using the Exchange Rates on the date when such payment was due, of such LC Disbursement and (ii) the Administrative Agent shall notify each Lender Bank of the applicable LC Disbursement, the Dollar Equivalent thereof (if such LC Disbursement relates to a Letter of Credit denominated in a Foreign Currency) and the payment then due from the any Borrower or any Additional Borrower in respect thereof and such LenderBank’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender Bank shall pay to the Administrative Agent in Dollars its Applicable Percentage of the payment then due from any Borrower or any Additional Borrower (determined as provided in clause (i) of the Borrowerimmediately preceding sentence, if such payment relates to a Letter of Credit denominated in a Foreign Currency), in the same manner as provided in Section 2.07 2.4 with respect to Loans made by such Lender Bank (and Section 2.07 2.4 shall apply, mutatis mutandis, to the payment obligations of the LendersBanks), and the Administrative Agent shall promptly pay to the applicable Issuing Bank in Dollars the amounts so received by it from the LendersBanks. Promptly following receipt by the Administrative Agent of any payment from the any Borrower or any Additional Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders Banks have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Lenders Banks and the such Issuing Bank as their interests may appear. Any payment made by a Lender Bank pursuant to this paragraph to reimburse the an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans a Base Rate Loan, Euro-Currency Loan or a Swingline Money Market Loan as contemplated above) shall not constitute a Loan and shall not relieve the any Borrower or any Additional Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the amount equal to such LC Disbursement, calculated as of the date the Issuing Bank made such LC Disbursement not later than (i) 1:00 p.m.12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii) or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 p.m.12:00 noon, New York City time, on the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in a principal amount equal to the an equivalent amount of such LC Disbursement and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the an amount equal to such LC Disbursement not later than (i) 1:00 p.m.12:00 noon, New York City Chicago time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City Chicago time, on such date, or (ii) or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 p.m.12:00 noon, New York City Chicago time, on (i) the Business Day that the Borrower receives such notice, if such notice is received prior to 10:00 a.m., Chicago time, on the day of receipt, or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000, that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in a principal an equivalent amount equal to the amount of such LC Disbursement and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If the an Issuing Bank Lender shall make any LC L/C Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC L/C Disbursement by paying to the Administrative Agent in Dollars the an amount equal to such LC L/C Disbursement not later than (i) 1:00 2:00 p.m., New York City time, on the date that such LC L/C Disbursement is made, if the Borrower shall have received notice of such LC L/C Disbursement prior to 10:00 a.m.12:00 noon, New York City time, on such date, or (ii) or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 2:00 p.m., New York City time, on the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000, that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 2.2 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in a principal amount equal to the amount of such LC Disbursement andan equivalent amount, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline LoanBorrowing. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC L/C Disbursement, the payment then due from the Borrower in respect thereof and such Lender▇▇▇▇▇▇’s Applicable Percentage Interest thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage Interest of the payment then due from the Borrower, in the same manner as provided in Section 2.07 this Agreement with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders)▇▇▇▇▇▇, and the Administrative Agent shall promptly pay to the respective Issuing Bank Lender the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraphSection 3.6, the Administrative Agent shall distribute such payment to the respective Issuing Bank Lender or, to the extent that Lenders have made payments pursuant to this paragraph Section 3.6 to reimburse the such Issuing BankLender, then to such Lenders and the such Issuing Bank Lender as their interests may appear. Any payment made by a Lender pursuant to this paragraph to this Section 3.6 to reimburse the an Issuing Bank Lender for any LC L/C Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC L/C Disbursement.

Reimbursement. If the an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Issuing Bank through the Administrative Agent in Dollars Agent, with notice of such payment given to the Issuing Bank, an amount equal to such LC Disbursement not later than (i) 1:00 2:00 p.m., New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m.12:00 noon., New York City time, on such date, or (ii) or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 2:00 p.m., New York City time, on the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000the Borrowing Minimum, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Loan Borrowing or Swingline Loan in a principal an equivalent amount equal to the amount of such LC Disbursement and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline LoanLoan Borrowing. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent in dollars its Applicable Percentage of the payment then due from the Borrower, and in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the LendersRevolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly pay remit to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from or on behalf of the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Revolving Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the any Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. (i) If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the Issuing Bank an amount equal to such LC Disbursement not later than (i) 1:00 2:00 p.m., New York City time, on the date that same Business Day on which such LC Disbursement is made; provided, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii) if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 p.m., New York City time, on the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan Loans in a principal an equivalent amount equal to the amount of such LC Disbursement and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. Loans. (ii) If the Borrower fails to make such payment when due, and if the amount is not financed pursuant to the proviso to Section 2.18(e)(e), the Issuing Bank shall notify the Administrative Agent and the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Revolving Lender’s Applicable Pro Rata Percentage thereof. Promptly following receipt of such notice, each Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent its Applicable not later than 12:00 p.m., New York City time, on such date (or, if such Revolving Lender shall have received such notice later than 11:00 a.m., New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Revolving Lender’s Pro Rata Percentage of the payment then due from the Borrower, unreimbursed LC Disbursement in the same manner as provided in Section 2.07 2.02(c) with respect to Revolving Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders)Revolving Lender, and the Administrative Agent shall will promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders; provided, that if the Issuing Bank is also a Revolving Lender, such Revolving Lender shall be deemed to have funded its Pro Rata Percentage automatically without further funding. Promptly following receipt The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from Borrower pursuant to the above paragraph prior to the time that any Revolving Lender makes any payment pursuant to the preceding sentence and any such amounts received by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, thereafter will be promptly remitted by the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent Revolving Lenders that Lenders shall have made such payments pursuant and to this paragraph to reimburse the Issuing Bank, then as appropriate. (iii) If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, each of Borrower and such Lenders Revolving Lender severally agrees to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with the foregoing to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank as their interests may appear. Any payment made at (i) in the case of Borrower, the Default Rate and (ii) in the case of such Lender, at the greater of the Federal Funds Effective Rate and a rate determined by a Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans Administrative Agent in accordance with banking industry rules or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursementpractices on interbank compensation.

Reimbursement. If the an Issuing Bank shall make any LC Disbursement in respect honor a Letter of Credit drawing presented under a Letter of Credit, the Borrower shall reimburse such LC Disbursement Letter of Credit honored by paying to the Administrative Agent in Dollars the an amount equal to the Dollar Equivalent, calculated using the Exchange Rate when such LC Disbursement not later than (i) 1:00 p.m.payment is due, New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii) if such notice has not been received by the Borrower prior to such time on such date, then in Dollars not later than 1:00 p.m., New York City time, on the first Business Day immediately following succeeding the day that date on which the applicable Issuing Bank notifies the Borrower receives in writing of such notice, if such notice is not received prior to such time on the day Letter of receiptCredit honoring; provided that, if such LC Disbursement is not less than $1,000,000500,000, the Borrower may, subject to the express conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR a Revolving Loan Borrowing or Swingline Loan of the same Class in a principal an amount equal to the amount Dollar Equivalent, calculated using the Exchange Rate on the date when such payment is due, of such LC Disbursement and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Loan Borrowing or Swingline Loan. If the Borrower fails to make such payment when due, then the Administrative Agent shall notify each Revolving Lender of the Dollar Equivalent of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent in Dollars its Applicable Percentage of the Dollar Equivalent of the payment then due from the BorrowerBorrower (such payment from such Revolving Lender to be made on demand with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the applicable Issuing Bank at a rate per annum equal to the greater of the NYFRB Rate and a rate determined by such Issuing Bank in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by such Issuing Bank in connection with the foregoing), in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Revolving Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the LendersRevolving Lender), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the LendersRevolving Lender. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the applicable Issuing Bank, then to such Revolving Lenders and the Issuing Bank Banks as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its their obligation to reimburse such LC Disbursement.

Reimbursement. If the an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such Issuing Bank in respect of such LC Disbursement by paying to the Administrative Agent in Dollars the an amount equal to such LC Disbursement in Dollars, or in the case of a Letter of Credit denominated in an Agreed Foreign Currency, the Borrower shall reimburse such Issuing Bank in such Agreed Foreign Currency, unless such Issuing Bank (at its option) shall have specified in such notice (x) that it will require reimbursement in Dollars and (y) the Dollar Equivalent of such LC Disbursement, (i) not later than (i) 1:00 3:00 p.m., New York City time, on the date Business Day that such LC Disbursement is made, if the Borrower shall have received receives notice of such LC Disbursement Disbursement, if such notice is received prior to 10:00 a.m., New York City time, on such date, or (ii) if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 p.m., New York City time, time on the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipttime; provided that, if such LC Disbursement is not less than $1,000,0001,000,000 and is denominated in Dollars, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with a Syndicated ABR Borrowing of the respective Class in an ABR Revolving Borrowing or Swingline Loan in a principal equivalent amount equal to the amount of such LC Disbursement and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Syndicated ABR Revolving Borrowing or Swingline LoanBorrowing. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each applicable Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the BorrowerPercentage, in the same manner as provided case of a Letter of Credit denominated in Section 2.07 with respect to Loans made by Dollars, or such Lender (and Section 2.07 shall applyMulticurrency Lender’s Applicable Multicurrency Percentage, mutatis mutandisin the case of a Letter of Credit denominated in an Agreed Foreign Currency, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursementthereof.

Reimbursement. If the any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the amount equal to such LC Disbursement, calculated as of the date such Issuing Bank made such LC Disbursement not later than (i) 1:00 2:00 p.m., New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii) or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 2:00 p.m., New York City time, on the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is the payment has not less than $1,000,000been made by the time due therefor, the Borrower mayshall be deemed to have requested (it being understood that for such purpose, subject the condition to the conditions to borrowing Borrowing set forth herein, request in accordance with Section 2.03 or 2.05 herein shall not apply) that such payment be financed with an ABR Revolving a Base Rate Borrowing or Swingline Loan in a principal amount equal to the amount of such LC Disbursement and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline LoanBase Rate Borrowing. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the applicable Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Base Rate Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If the Issuing Bank an L/C Issuer shall make any LC L/C Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC L/C Issuer in respect of such L/C Disbursement by paying to the Administrative Agent in Dollars the an amount equal to such LC L/C Disbursement not later than (i) 1:00 p.m., New York City time, on the date that such LC L/C Disbursement is made, if the Borrower shall have received notice of such LC L/C Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii) or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 p.m., New York City time, on the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 2.02 or 2.05 Section 2.04 that such payment be financed with an ABR Revolving Alternate Base Rate Borrowing or Swingline Loan in a principal an equivalent amount equal to the amount of such LC Disbursement and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Alternate Base Rate Borrowing or Swingline Loan, as applicable. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC L/C Disbursement, the payment then due from the Borrower in respect thereof (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 2.02(b) with respect to Loans made by such Lender (and Section 2.07 2.02(b) shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank respective L/C Issuer the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank respective L/C Issuer or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the Issuing Banksuch L/C Issuer, then to such Lenders and the Issuing Bank such L/C Issuer as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the Issuing Bank an L/C Issuer for any LC L/C Disbursement (other than the funding of ABR Revolving Base Rate Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC L/C Disbursement.

Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Parent Borrower or the applicable Foreign Subsidiary Borrower, as the case may be, shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the an amount equal to such LC Disbursement not later than (i) 1:00 p.m.12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Parent Borrower or the applicable Foreign Subsidiary Borrower, as the case may be, shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City timetime or London time (in the case of Foreign Currency Letters of Credit), on such date, or (ii) or, if such notice has not been received by the Parent Borrower or the applicable Foreign Subsidiary Borrower, as the case may be, prior to such time on such date, then not later than 1:00 p.m.12:00 noon, New York City timetime or London time (in the case of Foreign Currency Letters of Credit), on the Business Day immediately following the day that the Parent Borrower or the applicable Foreign Subsidiary Borrower, as the case may be, receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000, that (i) the Parent Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 2.04 that such payment be financed with an ABR Revolving Borrowing Loan or Swingline Loan in a principal an equivalent amount equal to the amount of such LC Disbursement and, to the extent so financed, the Parent Borrower’s 's obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing Loan or Swingline Loan and (ii) such Foreign Subsidiary Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment be financed with a Eurocurrency Revolving Loan in an equivalent amount in the applicable Foreign Currency and, to the extent so financed, such Foreign Subsidiary Borrower's obligation to make such payment shall be discharged and replaced by the resulting Eurocurrency Revolving Loan. If the Parent Borrower or the applicable Foreign Subsidiary Borrower, as the case may be, fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Parent Borrower or the applicable Foreign Subsidiary Borrower, as the case may be, in respect thereof and such Lender’s 's Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, unreimbursed LC Disbursement in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Parent Borrower or the applicable Foreign Subsidiary Borrower, as the case may be, pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then distribute such payment to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Parent Borrower or the applicable Foreign Subsidiary Borrower, as the case may be, of its obligation to reimburse such LC Disbursement.

Reimbursement. If the Issuing Bank shall make any LC Disbursement disbursement in respect of a Letter of Credit, the Borrower shall Borrowers jointly and severally agree to reimburse such LC Disbursement disbursement by paying to the Administrative Agent in Dollars the an amount equal to such LC Disbursement disbursement not later than (i) 1:00 p.m.12:00 noon, New York City time, on the date that such LC Disbursement disbursement is made, if the Borrower Borrowers shall have received notice of such LC Disbursement disbursement prior to 10:00 a.m., New York City time, on such date, or (ii) or, if such notice has not been received by the Borrower Borrowers prior to such time on such date, then not later than 1:00 p.m.12:00 noon, New York City time, on (i) the Business Day that the Borrowers receive such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (ii) the Business Day immediately following the day that the Borrower receives Borrowers receive such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000, that the Borrower mayBorrowers shall conclusively be deemed, subject to the conditions to borrowing set forth hereinherein (including the conditions stated in Section 3.02), request in accordance with Section 2.03 or 2.05 to have requested that such payment be financed with an ABR Revolving Borrowing or Swingline Loan Base Rate Advance in a principal an equivalent amount equal to the amount of such LC Disbursement and, to the extent so financed, the Borrower’s Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline LoanBase Rate Advance. If the Borrower fails Borrowers fail to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursementdisbursement, the payment then due from the Borrower Borrowers in respect thereof and such Revolving Lender’s Applicable Percentage Revolving Pro Rata Share thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage Revolving Pro Rata Share of the payment then due from the BorrowerBorrowers, in the same manner as provided in Section 2.07 2.02 with respect to Loans Revolving Advances made by such Revolving Lender (and Section 2.07 2.02 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt If such reimbursement is not made by any Revolving Lender to the Issuing Bank on the same day on which the Issuing Bank shall have made payment on any such draw, such Revolving Lender shall pay interest thereon to the Issuing Bank at a rate per annum equal to the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursementin accordance with banking industry rules on interbank compensation.

Reimbursement. If the an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower for the account of which such Letter of Credit was issued, severally and not jointly with the other Borrower, shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the an amount equal to such LC Disbursement not later than (i) 1:00 p.m.12:00 noon, New York City time, on the date that such LC Disbursement is made, if the such Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii) or, if such notice has not been received by the such Borrower prior to such time on such date, then not later than 1:00 p.m.12:00 noon, New York City time, on (i) the Business Day on which such Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (ii) the Business Day immediately following the day that the on which such Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000, the such Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 2.1 that such payment be financed with a Floating Rate Advance to such Borrower in an ABR Revolving Borrowing or Swingline Loan in a principal equivalent amount equal to the amount of such LC Disbursement and, to the extent so financed, the such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline LoanFloating Rate Advance. If the such Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the such Borrower in respect thereof and such Lender’s Applicable Percentage Pro Rata Share thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage Pro Rata Share of the payment then due from the such Borrower, in the same manner as provided in Section 2.07 2.9 with respect to Loans made by such Lender (and Section 2.07 2.9 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the such Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the such Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the such Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan Floating Rate Advance as contemplated above) shall not constitute a Loan and shall not relieve the such Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If the an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such Issuing Bank in respect of such LC Disbursement by paying to the Administrative Agent in Dollars the an amount equal to such LC Disbursement in Dollars, or in the case of a Letter of Credit denominated in an Agreed Foreign Currency, the Borrower shall reimburse such Issuing Bank in such Agreed Foreign Currency, unless such Issuing Bank (at its option) shall have specified in such notice (x) that it will require reimbursement in Dollars and (y) the Dollar Equivalent of such LC Disbursement, (i) not later than (i) 1:00 3:00 p.m., New York City time, on the date Business Day that such LC Disbursement is made, if the Borrower shall have received receives notice of such LC Disbursement Disbursement, if such notice is received prior to 10:00 a.m., New York City time, on such date, or (ii) if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 p.m., New York City time, time on the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipttime; provided that, if such LC Disbursement is not less than $1,000,0001,000,000 and is denominated in Dollars, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 2.04 that such payment be financed with an a Syndicated ABR Revolving Borrowing or a Swingline Loan of the respective Class in a principal an equivalent amount equal to the amount of such LC Disbursement and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Syndicated ABR Revolving Borrowing or Swingline Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each applicable Lender with a Commitment then in effect of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the BorrowerPercentage, in the same manner as provided case of a Letter of Credit denominated in Section 2.07 with respect to Loans made by Dollars, or such Lender (and Section 2.07 shall applyMulticurrency Lender’s Applicable Multicurrency Percentage, mutatis mutandisin the case of a Letter of Credit denominated in an Agreed Foreign Currency, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursementthereof.

Reimbursement. If the an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the an amount equal to such LC Disbursement in Dollars not later than (i) 1:00 2:00 p.m., New York City time, time (A) on the date that such LC Disbursement is made, next succeeding Business Day if the Borrower shall have received receives notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii) if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 before 12:00 p.m., New York City time, on the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receiptsuch LC Disbursement or (B) on the second succeeding Business Day if the Borrower receive notice of such LC Disbursement after 12:00 p.m., New York City time on the day of such LC Disbursement; provided that, if such LC Disbursement is denominated in Dollars and is not less than $1,000,000100,000 (or such lesser amount as reasonably agreed to by the Administrative Agent), the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 Section 2.04 that such payment be financed with an ABR Revolving Loan Borrowing or a Swingline Loan Loan, in a principal amount equal to the amount of such LC Disbursement each case in an equivalent amount, and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Loan Borrowing or Swingline Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in Dollars and in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the LendersRevolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly pay remit to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Revolving Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender or the Swingline Lender pursuant to this paragraph to reimburse the any Issuing Bank for any LC Disbursement (other than the funding of an ABR Revolving Loans Loan or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If the relevant Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the an amount equal to such LC Disbursement, calculated as of the date such Issuing Bank made such LC Disbursement not later than (i) 1:00 p.m.12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii) or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 p.m.12:00 noon, New York City time, on the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000500,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in a principal an equivalent amount equal to the amount of such LC Disbursement and, in each case, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan, as applicable. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the relevant Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the such Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the relevant Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If the any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the relevant Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the applicable Issuing Bank an amount equal to such LC Disbursement not later than (i) 1:00 2:00 p.m., New York City San Francisco time (or 2:00 p.m., Charlotte, North Carolina time, in the case of any Existing Letter of Credit), on the date that such LC Disbursement is made, if the such Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City San Francisco time (or 10:00 a.m., Charlotte, North Carolina time, in the case of any Existing Letter of Credit), on such date, or (ii) or, if such notice has not been received by the such Borrower prior to such time on such date, then not later than 1:00 2:00 p.m., New York City San Francisco time (or 2:00 p.m., Charlotte, North Carolina time, in the case of any Existing Letter of Credit), on (i) the Business Day that such Borrower receives such notice, if such notice is received prior to 10:00 a.m., San Francisco time (or 10:00 a.m., Charlotte, North Carolina time, in the case of any Existing Letter of Credit), on the day of receipt, or (ii) the Business Day immediately following the day that the such Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000, that the relevant Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in a principal an equivalent amount equal to the amount of such LC Disbursement and, to the extent so financed, the relevant Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline LoanBorrowing. If the relevant Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the such Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the such Borrower, in the same manner as provided in Section 2.07 2.06 with respect to Revolving Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the relevant Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank Banks as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the any Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Revolving Loan and shall not relieve the relevant Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the an amount equal to such LC Disbursement not later than (i) 1:00 p.m.12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii) or, if such notice has not been received by the Borrower prior to such time on such date, then (subject to paragraph (h) below) not later than 1:00 p.m.12:00 noon, New York City time, on the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000, that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 2.04 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in a principal an equivalent amount equal to the amount of such LC Disbursement and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If the any Issuing Bank shall make any LC Disbursement in respect of a Letter of CreditCredit issued by such Issuing Bank, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the an amount equal to such LC Disbursement not later than (i) 1:00 p.m.12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii) or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 p.m.12:00 noon, New York City time, on (i) the Business Day that the Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, that if such LC Disbursement is not less than $1,000,000, the Borrower may, subject reimbursement shall be automatically made as an ABR Borrowing to the conditions to borrowing set forth hereinextent permitted by this Agreement at that time. For purposes of the first sentence of Section 2.01, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in a principal amount equal to the amount of such the ABR Borrowing shall be considered, but the amount of the LC Disbursement and, to the extent so financed, the Borrower’s obligation to make such payment be concurrently reimbursed shall not be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loanconsidered. If the Borrower fails to make such payment when duehas not made the relevant reimbursement, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s 's Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 2.05 with respect to Loans made by such Lender (and Section 2.07 2.05 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank that issued such Letter of Credit the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraphSection 2.08(e), the Administrative Agent shall distribute such payment to the Issuing Bank that issued such Letter of Credit or, to the extent that Lenders have made payments pursuant to this paragraph Section 2.08(e) to reimburse the such Issuing Bank, then to such Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If the any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount in Dollars the amount dollars equal to such LC Disbursement not later than (i) 1:00 p.m.12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii) or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 p.m.12:00 noon, New York City time, on the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, that if such LC Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 2.04 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in a principal an equivalent amount equal to the amount of such LC Disbursement and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan, as applicable. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the relevant Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the relevant Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the amount equal to such LC Disbursement, calculated as of the date the Issuing Bank made such LC Disbursement not later than (i) 1:00 p.m.12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii) or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 p.m.12:00 noon, New York City time, on the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in a principal amount equal to the an equivalent amount of such LC Disbursement and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the an amount equal to such LC Disbursement not later than (i) 1:00 p.m.12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii) or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 p.m.12:00 noon, New York City time, on the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000, that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in a principal amount equal to the amount Dollar Amount of such LC Disbursement and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline LoanBorrowing. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders; provided that with respect to any such payment in respect of a Letter of Credit denominated in any Alternative Currency, any Lender may make such payment in U.S. Dollars in the Dollar Amount of such LC Disbursement with the cost of the currency conversion being added to the amount of such LC Disbursement), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement. If the Borrower’s reimbursement of, or obligation to reimburse, any amounts in any Alternative Currency would subject the Administrative Agent, the Issuing Bank 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 U.S. Dollars, the Borrower shall, at its option, either (x) pay the amount of any such tax requested by the Administrative Agent, such Issuing Bank or the relevant Lender or (y) reimburse each LC Disbursement made in such Alternative Currency in U.S. Dollars, in an amount equal to the Dollar Amount, calculated using the applicable exchange rates, on the date such LC Disbursement is made, of such LC Disbursement.

Reimbursement. If the Issuing Bank Lender shall make any LC Disbursement in respect of a Letter of Credit, the Borrower Company shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the an amount equal to such LC Disbursement not later than (i) 1:00 p.m.12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Borrower Company shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii) or, if such notice has not been received by the Borrower Company prior to such time on such date, then not later than 1:00 p.m.12:00 noon, New York City time, on (i) the Business Day that the Company receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (ii) the Business Day immediately following the day that the Borrower Company receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in a principal amount equal to the amount of such LC Disbursement and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrower Company fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower Company in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the BorrowerCompany, in the same manner as provided in Section 2.07 2.05 with respect to Loans made by such Lender (and Section 2.07 2.05 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank Lender the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower Company pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank Lender or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the Issuing BankLender, then to such Lenders and the Issuing Bank Lender as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the Issuing Bank Lender for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower Company of its obligation to reimburse such LC Disbursement.

Reimbursement. (i) If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower Borrowers, jointly and severally, shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the Issuing Bank an amount equal to the amount of such LC Disbursement (and in the same currency in which such LC Disbursement was made or, at the option of the Issuing Bank in the case of an LC Disbursement in respect of a Letter of Credit denominated in an Alternative Currency, in the Dollar Amount thereof) not later than (i) 1:00 p.m., New York City time, on the date that such LC Disbursement is made, made if the Administrative Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m.1:00 p.m., New York City time, on such date, or (ii) or, if such notice has not been received by the Administrative Borrower prior to such time on such date, then not later than 1:00 p.m., New York City time, on the Business Day immediately following the day that the Administrative Borrower receives such notice; provided, if such notice is not received prior to such time on that the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000, the Administrative Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan Loans in a principal amount equal to the amount of such LC Disbursement an equivalent Dollar Amount and, to the extent so financed, the Borrower’s Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. Loans. (ii) If the Borrower fails Borrowers fail to make such payment when due, or if the amount is not financed pursuant to the proviso to Section 2.18(e)(i), the Issuing Bank shall notify the Administrative Agent and the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower Borrowers in respect thereof and the Dollar Amount of such Revolving Lender’s Applicable Pro Rata Percentage thereof. Promptly following receipt of such notice, each Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent its Applicable not later than 1:00 p.m., New York City time, on such date (or, if such Revolving Lender shall have received such notice later than 1:00 p.m., New York City time, on any day, not later than 1:00 p.m., New York City time, on the immediately following Business Day), an amount equal to the Dollar Amount of such Revolving Lender’s Pro Rata Percentage of the payment then due from the Borrower, unreimbursed LC Disbursement in the same manner as provided in Section 2.07 2.02(c) with respect to Revolving Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders)Revolving Lender, and the Administrative Agent shall will promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Borrowers pursuant to clause (i) of this Section 2.18(e) prior to the time that any Revolving Lender makes any payment pursuant to the preceding sentence and any such amounts received by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, Borrowers thereafter will be promptly remitted by the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent Revolving Lenders that Lenders shall have made such payments pursuant and to this paragraph to reimburse the Issuing Bank, then as appropriate. (iii) If any Revolving Lender shall not have made the Dollar Amount of its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, each of the Borrowers (on a joint and several basis) and such Lenders Revolving Lender severally agrees to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with the foregoing to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank as their interests may appear. Any payment made by a Lender pursuant at (i) in the case of the Borrowers, the interest rate applicable to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve Loans; provided, that, if the Borrower of its obligation Borrowers fail to reimburse such LC DisbursementDisbursement when due pursuant to clause (i) of this Section 2.18(e), then the Default Rate shall apply and (ii) in the case of such Revolving Lender, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules or practices on interbank compensation.

Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the an amount equal to such LC Disbursement not later than (i) 1:00 p.m., New York City Chicago time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m.noon, New York City Chicago time, on such date, or (ii) or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 p.m., New York City Chicago time, on (i) the Business Day that the Borrower receives such notice, if such notice is received prior to noon, Chicago time, on the day of receipt, or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000, that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 2.3 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in a principal an equivalent amount equal to the amount of such LC Disbursement and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 2.7 with respect to Loans made by such Lender (and Section 2.07 2.7 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the amount equal to such LC Disbursement, calculated as of the date the Issuing Bank made such LC Disbursement not later than (i) 1:00 p.m.12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii) or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 p.m.12:00 noon, New York City time, on the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000, that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in a principal amount equal to the an equivalent amount of such LC Disbursement and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If the an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the an amount equal to such LC Disbursement not later than (i) 1:00 p.m.12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii) or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 p.m.12:00 noon, New York City time, on the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000, that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in a principal an equivalent amount equal to the amount of such LC Disbursement and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline LoanBorrowing. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Revolving Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Revolving Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the respective Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Revolving Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If the any Issuing Bank Lender shall make any LC Disbursement in respect of a Letter of Credit, the Borrower Company shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the an amount equal to such LC Disbursement not later than (i) 1:00 p.m.12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Borrower Company shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii) if such notice has not been received by the Borrower Company prior to 10:00 a.m., New York City time, on the date that such time on such dateLC Disbursement is made, then not later than 1:00 p.m.12:00 noon, New York City time, on the Business Day immediately following the day that the Borrower Company receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000the minimum borrowing amount, the Borrower Company may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing Alternate Base Rate Loan or Swingline Federal Funds Rate Loan in a principal an equivalent amount equal to the amount of such LC Disbursement and, to the extent so financed, the BorrowerCompany’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing Alternate Base Rate Loan or Swingline Federal Funds Rate Loan. If the Borrower Company fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower Company in respect thereof and such Lender’s Applicable Revolver Percentage thereof. Promptly following receipt of such notice, each such Lender shall pay to the Administrative Agent its Applicable Revolver Percentage of the payment then due from LC Disbursement not reimbursed by the BorrowerCompany, in the same manner as provided in Section 2.07 2.01 with respect to Conventional Revolving Loans made by such Lender (and Section 2.07 2.02 shall apply, mutatis mutandis, to the payment obligations of the such Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank Lender the amounts so received by it from the such Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower Company pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank Lender or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the such Issuing BankLender, then to such Lenders and the such Issuing Bank Lender as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the an Issuing Bank Lender for any LC Disbursement (other than the funding of ABR Revolving Alternate Base Rate Loans or a Swingline Loan Federal Funds Rate Loans as contemplated above) shall not constitute a Loan and shall not relieve the Borrower Company of its obligation to reimburse such LC Disbursement.

Reimbursement. If the any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the amount equal to such LC Disbursement Disbursement, calculated as of the date such Issuing Bank made such LC Disbursement, not later than (i) 1:00 p.m., New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on the date of such datedisbursement, or (ii) or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 p.m., New York City time, on the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in a principal amount equal to the an equivalent amount of such LC Disbursement and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the any Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse the Issuing Bank in respect of such LC Disbursement by paying to the Administrative Agent in Dollars the an amount equal to such LC Disbursement in Dollars, or in the case of a Letter of Credit denominated in an Agreed Foreign Currency, the Borrower shall reimburse the Issuing Bank in such Agreed Foreign Currency, unless the Issuing Bank (at its option) shall have specified in such notice (x) that it will require reimbursement in Dollars and (y) the Dollar Equivalent of such LC Disbursement, (i) not later than (i) 1:00 3:00 p.m., New York City Eastern time, on the date Business Day that such LC Disbursement is made, if the Borrower shall have received receives notice of such LC Disbursement Disbursement, if such notice is received prior to 10:00 a.m., New York City Eastern time, on such date, or (ii) if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 p.m., New York City time, Eastern time on the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipttime; provided that, if such LC Disbursement is not less than $1,000,0001,000,000 and is denominated in Dollars, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 2.04 that such payment be financed with an a Syndicated ABR Revolving Borrowing or a Swingline Loan of the respective Class in a principal an equivalent amount equal to the amount of such LC Disbursement and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Syndicated ABR Revolving Borrowing or Swingline Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each applicable Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Dollar Percentage or Applicable Multicurrency Percentage, as the case may be, thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If In the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, event that Tenant determines that the Borrower shall reimburse such LC Disbursement repair to be performed by paying Tenant pursuant to the Administrative Agent in Dollars the amount equal to such LC Disbursement not later than subparagraph (i) 1:00 p.m.above is Landlord’s responsibility to repair pursuant to the terms of this Amendment, New York City timeTenant promptly shall notify Landlord of the same in Tenant’s notice delivered pursuant to subparagraph (i) above and shall provide Landlord an estimate of the cost of such work to be performed. Except in the case of an emergency, on Landlord shall have the date right, by notice to Tenant (which may be oral or by electronic transmission) within a reasonable period of time (but no later than 24 hours after such notice from Tenant) to inspect the Panel to verify that such LC Disbursement repair is madeLandlord’s responsibility and to either approve the estimated cost of such work or, if Landlord disapproves such cost, to have Landlord’s licensed electrician who performs the repairs on Landlord’s Panels provide an estimate to perform such work on Landlord’s behalf if such vendor can perform the work at a lower cost (unless Tenant agrees to pay the cost differential between the vendors). Tenant shall have the right either to have Landlord’s licensed electrician perform the work at the lower cost or to have Tenant’s licensed electrician perform the work, in which case Landlord’s reimbursement shall not exceed the estimate provided by Landlord’s licensed electrician to perform the work. If, Tenant performs any repairs that are Landlord’s responsibility pursuant to this Section, Landlord shall reimburse Tenant for its reasonable and documented third party out-of-pocket costs and expenses in performing such repairs (or the costs and expenses, not to exceed Landlord’s electrician’s estimate, if Tenant elects to proceed pursuant to the preceding sentence) within thirty (30) days after receipt by Landlord of an invoice from Tenant which sets forth a reasonably particularized breakdown of its costs and expenses in connection with performing such repair o or replacement of the malfunctioning Panel required to restore power to the Building Systems and Tenant’s Special Needs Equipment served by the Panel (the “Repair Invoice”); provided, however, that Landlord shall not be obligated to reimburse Tenant for any repair or replacement of any Panel or restoration of power to any Building System or Tenant’s Special Needs Equipment served by the Panel to the extent made necessary by the negligent acts or willful misconduct of Tenant, its agents, employees or contractors, by Tenant’s breach of the Lease, as amended hereby, or by any malfunction or damage caused by Tenant’s equipment or Tenant’s Panels. Notwithstanding the foregoing provisions of this paragraph to the contrary, Landlord may deliver to Tenant within five (5) days after receipt of the Repair Invoice, a written objection to the payment of such invoice, setting forth with reasonable particularity Landlord’s reason for its claim that the repairs were not Landlord’s responsibility pursuant to the terms of this Amendment or, if Landlord did not approve the cost of such work prior to Tenant’s performance of such work (for example, in the event of an emergency), that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive). In such event, if the Borrower shall have received notice of parties cannot in good faith resolve such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or dispute within thirty (ii30) if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 p.m., New York City time, on the Business Day immediately days following the day that the Borrower receives such Landlord’s objection notice, if such notice is not received prior the dispute may be submitted to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request arbitration for resolution in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in a principal amount equal to the amount terms of such LC Disbursement and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced this Amendment by the resulting ABR Revolving Borrowing or Swingline Loan. If American Arbitration Association (the Borrower fails to make such payment when due“AAA”) in San Francisco, California, in accordance with the Administrative Agent shall notify each Lender Commercial Arbitration Rules of the applicable LC Disbursement, AAA in accordance with the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage “Expedited Procedures” of the payment then due from the Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC DisbursementAAA’s Commercial Arbitration Rules.

Reimbursement. If the an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the an amount equal to such LC Disbursement not later than (i) 1:00 p.m., New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii) or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 p.m.12:00 noon, New York City time, on (i) the Business Day that the Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,0005,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 2.04 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in a principal an equivalent amount equal to the amount of such LC Disbursement and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline LoanBorrowing. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank Banks the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank Banks or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the such Issuing BankBanks, then to such Lenders and the Issuing Bank Banks as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the applicable Issuing Bank Banks for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect honor a Letter of Credit drawing presented under a Letter of Credit, the Borrower shall reimburse such LC Disbursement Letter of Credit honored by paying to the Revolving Facility Administrative Agent in Dollars the an amount equal to the Dollar Equivalent, calculated using the Exchange Rate when such LC Disbursement not later than (i) 1:00 p.m.payment is due, New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii) if such notice has not been received by the Borrower prior to such time on such date, then in Dollars not later than 1:00 p.m., New York City time, on the first Business Day immediately following succeeding the day that date on which the Issuing Bank notifies the Borrower receives in writing of such noticeLetter of Credit honoring, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000500,000, the Borrower may, subject to the express conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR a Revolving Loan Borrowing or Swingline Loan of the same Class in a principal an amount equal to the amount Dollar Equivalent, calculated using the Exchange Rate on the date when such payment is due, of such LC Disbursement and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Loan Borrowing or Swingline Loan. If the Borrower fails to make such payment when due, then the Revolving Facility Administrative Agent shall notify each Revolving Lender of the Dollar Equivalent of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Revolving Facility Administrative Agent in Dollars its Applicable Percentage of the Dollar Equivalent of the payment then due from the BorrowerBorrower (such payment from such Revolving Lender to be made on demand with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Issuing Bank at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Issuing Bank in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by such Issuing Bank in connection with the foregoing), in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Revolving Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the LendersRevolving Lender), and the Revolving Facility Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the LendersRevolving Lender. Promptly following receipt by the Revolving Facility Administrative Agent of any payment from the Borrower pursuant to this paragraph, the such Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Revolving Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Administrative Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the an amount equal to such LC Disbursement not later than (i) 1:00 p.m.12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Administrative Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii) or, if such notice has not been received by the Administrative Borrower prior to such time on such date, then not later than 1:00 p.m.12:00 noon, New York City time, on the Business Day immediately following the day that the Administrative Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, that if such LC Disbursement is not less than $1,000,000US$100,000, the Administrative Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 2.3 or 2.05 2.4 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in a principal an equivalent amount equal to (and if such Letter of Credit is issued in an Alternative Currency, the amount US Dollar Equivalent of such LC Disbursement amount) and, to the extent so financed, the Administrative Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Administrative Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Administrative Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Administrative Borrower, in the same manner as provided in Section 2.07 2.6 with respect to Loans made by such Lender (and Section 2.07 2.7 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Administrative Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Administrative Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If the any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the applicable Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the an amount equal to such LC Disbursement not later than (i) 1:00 p.m.Disbursement, New York City time, on in the date that currency in which such LC Disbursement is made, if not later than 1:30 p.m., London time, on the second Business Day following the date on which such Borrower or the European J.V. shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii) if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 p.m., New York City time, on the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receiptDisbursement; provided that, if such LC Disbursement is denominated in Euros and is at least equal to the Borrowing Minimum for Swingline Loans but not less greater than $1,000,000the amount then available to be borrowed as a Swingline Borrowing for the purposes of this Section 2.04(e), unless the applicable Borrower, or the European J.V. on its behalf, shall have notified the Administrative Agent to the contrary not later than 10:00 a.m., London time, on the Business Day next following the date on which such Borrower or the European J.V. shall have been notified of such LC Disbursement, the applicable Borrower may, subject will be deemed to the conditions to borrowing set forth herein, request have requested in accordance with Section 2.03 or 2.05 that such payment be financed with a Swingline Borrowing on such Business Day in an ABR Revolving Borrowing or Swingline Loan in a principal equivalent amount equal to the amount of such LC Disbursement and, to the extent so financedthe condition precedent to such Swingline Borrowing set forth in Section 4.02(b) is satisfied, the such Borrower’s 's obligation to make such payment shall be discharged and replaced by with the resulting ABR Revolving Borrowing or proceeds of the requested Swingline LoanBorrowing. If the applicable Borrower fails to make such payment when duedue and such Borrower is not entitled to make a Swingline Borrowing in the amount of such payment, (A) if such payment relates to a Letter of Credit denominated in US Dollars or Pounds Sterling, automatically and with no further action required, the obligation of such Borrower to reimburse the applicable LC Disbursement shall be permanently converted into an obligation to reimburse the Euro Equivalent, calculated using the LC Exchange Rates on the applicable LC Participation Calculation Date, of such LC Disbursement and (B) in the case of each LC Disbursement, the Administrative Agent shall notify each ABT Lender of the applicable such LC Disbursement, the Euro Equivalent of the payment then due from the such Borrower in respect thereof and such Lender’s 's ABT Applicable Percentage thereof. Promptly following receipt of such notice, and each ABT Lender shall pay to the Administrative Agent on the date such notice is received its ABT Applicable Percentage of the payment then due from the such Borrower, in the same manner as provided in Section 2.07 2.06 with respect to ABT Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the ABT Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the ABT Lenders. Promptly following receipt by the Administrative Agent of any payment from the a Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that ABT Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Lenders and the such Issuing Bank as their interests may appear. Any No payment made by a an ABT Lender pursuant to this paragraph to reimburse the any Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Swingline Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not or relieve the applicable Borrower of its obligation to reimburse such LC Disbursement. If the reimbursement by a Borrower of, or obligation to reimburse, any amounts in US Dollars or Pounds Sterling would subject the Administrative Agent, the applicable Issuing Bank 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 Euros, such Borrower shall, at its option, either (x) pay the amount of any such tax requested by the Administrative Agent, the applicable Issuing Bank or Lender or (y) reimburse in Euros each LC Disbursement made in US Dollars or Pounds Sterling, in an amount equal to the Euro Equivalent, calculated using the applicable LC Exchange Rate on the date such LC Disbursement is reimbursed (or on the applicable LC Participation Calculation Date, if such date shall have occurred), of such LC Disbursement.

Reimbursement. If the any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower Company shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the an amount equal to such LC Disbursement not later than (i) 1:00 p.m.12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Borrower Company shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii) or, if such notice has not been received by the Borrower Company prior to such time on such date, then not later than 1:00 p.m.12:00 noon, New York City time, on (i) the Business Day that the Company receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (ii) the Business Day immediately following the day that the Borrower Company receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000, the Borrower Company may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 2.04 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in a principal an equivalent amount equal to the amount of such LC Disbursement and, to the extent so financed, the Borrower’s Company's obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrower Company fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s 's Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrowerapplicable LC Disbursement, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower Company pursuant to this paragraph, the Administrative Agent shall distribute such payment to the such Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower Company of its obligation to reimburse such LC Disbursement.

Reimbursement. (i) If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the Issuing Bank an amount equal to such LC Disbursement not later than (i) 1:00 p.m., New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii) if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 p.m., New York City time, on the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000, the that Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan Loans in a principal an equivalent amount equal to the amount of such LC Disbursement and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. Loans. (ii) If the Borrower fails to make such payment when due, or if the amount is not financed pursuant to the proviso to Section 2.18(e)(i), the Issuing Bank shall notify the Administrative Agent and the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Revolving Lender’s Applicable Pro Rata Percentage thereof. Promptly following receipt of such notice, each Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent its Applicable not later than 12:00 p.m., New York City time, on such date (or, if such Revolving Lender shall have received such notice later than 12:00 p.m., New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Revolving Lender’s Pro Rata Percentage of the payment then due from the Borrower, unreimbursed LC Disbursement in the same manner as provided in Section 2.07 2.02(c) with respect to Revolving Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders)Revolving Lender, and the Administrative Agent shall will promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from Borrower pursuant to the above paragraph before the time that any Revolving Lender makes any payment pursuant to the preceding sentence and any such amounts received by the Administrative Agent from Borrower after the receipt by the Issuing Bank of any payment from the Borrower pursuant an amount of immediately available funds equal to this paragraph, 100% of all LC Disbursements that were otherwise unreimbursed will be promptly remitted by the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent Revolving Lenders that Lenders shall have made such payments pursuant and to this paragraph to reimburse the Issuing Bank, then as appropriate. (iii) If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, each of Borrower and such Lenders Revolving Lender severally agrees to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with the foregoing to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank as their interests may appear. Any payment made by a Lender pursuant at (i) in the case of Borrower, the interest rate applicable to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Loans; provided that, if Borrower of its obligation fails to reimburse such LC DisbursementDisbursement when due pursuant to paragraph (i) of this Section 2.18(e), then the Default Rate shall apply and (ii) in the case of such Lender, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules or practices on interbank compensation.

Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse the Issuing Bank in respect of such LC Disbursement by paying to the Administrative Agent in Dollars the an amount equal to such LC Disbursement in Dollars, or in the case of a Letter of Credit denominated in an Agreed Foreign Currency, the Borrower shall reimburse the Issuing Bank in such Agreed Foreign Currency, unless the Issuing Bank (at its option) shall have specified in such notice (x) that it will require reimbursement in Dollars and (y) the Dollar Equivalent of such LC Disbursement, (i) not later than (i) 1:00 3:00 p.m., New York City Atlanta, Georgia time, on the date Business Day that such LC Disbursement is made, if the Borrower shall have received receives notice of such LC Disbursement Disbursement, if such notice is received prior to 10:00 a.m., New York City Atlanta, Georgia time, on such date, or (ii) if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 p.m., New York City timeAtlanta, Georgia time on the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipttime; provided that, if such LC Disbursement is not less than $1,000,0001,000,000 and is denominated in Dollars, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 2.04 that such payment be financed with an a Syndicated ABR Revolving Borrowing or a Swingline Loan of the respective Class in a principal an equivalent amount equal to the amount of such LC Disbursement and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Syndicated ABR Revolving Borrowing or Swingline Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each applicable Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Dollar Percentage or Applicable Multicurrency Percentage, as the case may be, thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If the Issuing Bank shall make any LC L/C Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC L/C Disbursement by paying (or causing its Subsidiary that is also an account party in respect of such Letter of Credit to pay) to the Administrative Agent in Dollars the an amount equal to such LC L/C Disbursement not later than (i) 1:00 p.m.12:00 noon, New York City time, on the date that such LC L/C Disbursement is made, if the Borrower shall have received notice of such LC L/C Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii) or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 p.m.12:00 noon, New York City time, on (i) the Business Day that the Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000, that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing (only if such L/C Disbursement is not less than $1,000,000), or a Swingline Loan in a principal an equivalent amount equal to the amount of such LC Disbursement and, to the extent so financed, the Borrower’s 's obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrower fails to make such payment or discharge such reimbursement obligation when duedue or in accordance with the prior sentence, the Administrative Agent shall notify each Revolving Lender of the applicable LC L/C Disbursement, the payment then due from the Borrower in respect thereof and such Revolving Lender’s 's Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Revolving Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraphparagraph (e) of this Section 2.05, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Revolving Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph (e) of this Section 2.05 to reimburse the Issuing Bank for any LC L/C Disbursement (other than the funding of ABR Revolving Loans Loan or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC L/C Disbursement.

Reimbursement. If the an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount in Dollars the amount currency of such LC Disbursement equal to such LC Disbursement not later than (i) 1:00 2:00 p.m., New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii) or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 p.m.12:00 noon, New York City time, on the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000, that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section Sections 2.02 and 2.03 or 2.05 that such payment be financed with a Base Rate Borrowing in an ABR Revolving Borrowing or Swingline Loan equivalent amount, and, in a principal amount equal to the amount of such LC Disbursement andeach case, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline LoanBase Rate Borrowing. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender Bank of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such LenderBank’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender Bank shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 2.03(c) with respect to Loans Advances made by such Lender Bank (and Section 2.07 2.03(c) shall apply, mutatis mutandis, to the payment obligations of the LendersBanks), and the Administrative Agent shall promptly pay to the respective Issuing Bank the amounts so received by it from the LendersBanks. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective Issuing Bank or, to the extent that Lenders Banks have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Lenders Banks and the such Issuing Bank as their interests may appear. Any payment made by a Lender Bank pursuant to this paragraph to reimburse the an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan Base Rate Advances as contemplated above) shall not constitute a Loan an Advance and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the an amount equal to such LC Disbursement not later than (i) 1:00 p.m.12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii) or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 p.m.12:00 noon, New York City time, on the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000250,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 2.04 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in a principal an equivalent amount equal to the amount of such LC Disbursement and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrower fails to make such payment when due, or finance such payment in accordance with the proviso to the preceding sentence, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Administrative Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the an amount equal to such LC Disbursement not later than (i) 1:00 p.m.12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Administrative Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii) or, if such notice has not been received by the Administrative Borrower prior to such time on such date, then not later than 1:00 p.m.12:00 noon, New York City time, on the Business Day immediately following the day that the Administrative Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, that if such LC Disbursement is not less than $1,000,000US$100,000, the Administrative Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 2.4 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan Loan, in a principal an equivalent amount equal to (and if such Letter of Credit is issued in an Alternative Currency, the amount US Dollar Equivalent of such LC Disbursement amount) and, to the extent so financed, the Administrative Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Administrative Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Administrative Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Administrative Borrower, in the same manner as provided in Section 2.07 2.6 with respect to Loans made by such Lender (and Section 2.07 2.7 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Administrative Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the NYDOCS/1287812.1 funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Administrative Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If the an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower for the account of which such Letter of Credit was issued, severally and not jointly with the other Borrower, shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the an amount equal to such LC Disbursement not later than (i) 1:00 p.m.12:00 noon, New York City time, on the date that such LC Disbursement is made, if the such Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii) or, if such notice has not been received by the such Borrower prior to such time on such date, then not later than 1:00 p.m.12:00 noon, New York City time, on (i) the Business Day on which such Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (ii) the Business Day immediately following the day that the on which such Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000, the such Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 2.1 or 2.05 2.3 that such payment be financed with an ABR Revolving Borrowing or a Swingline Loan to such Borrower in a principal an equivalent amount equal to the amount of such LC Disbursement and, to the extent so financed, the such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan, as applicable. If the such Borrower fails to make such payment when due, the applicable Issuing Bank shall give prompt notice and details thereof to the Administrative Agent, whereupon the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the such Borrower in respect thereof and such LenderL▇▇▇▇▇’s Applicable Percentage Pro Rata Share thereof. Promptly following receipt of such noticenotice (and in any event, if such notice is received by 12:00 noon, New York City time, on a Business Day, no later than 5:00 p.m., New York City time, on such Business Day, and if received after 12:00 noon, New York City time, on a Business Day, no later than 10:00 a.m., New York City time, on the immediately succeeding Business Day), each Lender shall pay to the Administrative Agent its Applicable Percentage Pro Rata Share of the payment then due from the such Borrower, in the same manner as provided in Section 2.07 2.6(b) with respect to Loans made by such Lender (and Section 2.07 2.6(b) shall apply, mutatis mutandis, to the payment obligations of the LendersLenders under this paragraph), and the Administrative Agent shall promptly pay to the such Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the such Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the such Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the an Issuing Bank for any LC Disbursement (other than the funding of an ABR Revolving Loans Loan or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the such Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If the Issuing Fronting Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Servicing Agent in Dollars the an amount equal to such LC Disbursement not later than (i) 1:00 p.m.12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii) or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 p.m.12:00 noon, New York City time, on (i) the Business Day that the Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000, that the Borrower may, subject to the conditions to borrowing the Borrowing set forth herein, request in accordance with Section 2.03 2.04 or 2.05 2.06 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in a principal an equivalent amount equal to the amount of such LC Disbursement and, to the extent so financed, the Borrower’s 's obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrower fails to make such payment when due, the Administrative Servicing Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable 's Pro Rata Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Servicing Agent its Applicable Pro Rata Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 2.02 with respect to Loans made by such Lender (and Section 2.07 2.02 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Servicing Agent shall promptly pay to the Issuing Fronting Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Servicing Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Servicing Agent shall distribute such payment to the Issuing Fronting Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the Issuing Fronting Bank, then to such Lenders and the Issuing Fronting Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the Issuing Fronting Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If the an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower for the account such Letter of Credit was issued, severally and not jointly with the other Borrower, shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the an amount equal to such LC Disbursement not later than (i) 1:00 p.m.12:00 noon, New York City time, on the date that such LC Disbursement is made, if the such Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii) or, if such notice has not been received by the such Borrower prior to such time on such date, then not later than 1:00 p.m.12:00 noon, New York City time, on (i) the Business Day that such Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (ii) the Business Day immediately following the day that the such Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000, the such Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 2.1 or 2.05 2.5 that such payment be financed with an ABR Revolving Borrowing a Floating Rate Advance or a Swingline Loan to such Borrower in a principal an equivalent amount equal to the amount of such LC Disbursement and, to the extent so financed, the such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing Floating Rate Advance or Swingline Loan. If the such Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the such Borrower in respect thereof and such Lender’s Applicable Percentage Pro Rata Share thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage Pro Rata Share of the payment then due from the such Borrower, in the same manner as provided in Section 2.07 2.11 with respect to Loans made by such Lender (and Section 2.07 2.11 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the such Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the such Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the such Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans a Floating Rate Advance or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the such Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If the any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the an amount equal to such LC Disbursement not later than (i) 1:00 p.m., New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii) if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 p.m., New York City time, on the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000the LC Disbursement Amount, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing in an equivalent amount (or Swingline Loan the Dollar Equivalent thereof, in the case of a Letter of Credit issued in a principal amount equal to the amount of such LC Disbursement Foreign Currency) and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline LoanBorrowing. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraphparagraph (e), the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph (e) to reimburse the such Issuing Bank, then to such Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph (e) to reimburse the any Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If the an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the applicable Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount in Dollars the amount currency of such LC Disbursement equal to such LC Disbursement not later than (i) 1:00 p.m.12:00 noon, New York City time, on the date that such LC Disbursement is made, if the applicable Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii) or, if such notice has not been received by the applicable Borrower prior to such time on such date, then not later than 1:00 p.m.12:00 noon, New York City time, on the Business Day immediately following the day that the applicable Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000, that the applicable Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 1 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in a principal amount equal to the amount of such LC Disbursement an equivalent amount, and, to the extent so financed, the applicable Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the applicable Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the applicable Borrower in respect thereof and such Lender’s Applicable Commitment Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Commitment Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 2.01 with respect to Loans made by such Lender (and Section 2.07 2.01 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the respective Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the applicable Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the applicable Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If the an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the applicable Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the an amount equal to such LC Disbursement not later than (i) 1:00 2:00 p.m., New York City time, on the date Business Day that such LC Disbursement is made, if the such Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m.12:00 noon, New York City time, on such date, or (ii) or, if such notice has not been received by the such Borrower prior to such time on such date, then not later than 1:00 p.m.12:00 noon, New York City time, on the Business Day immediately following the day that the such Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, that if such LC Disbursement is not less greater than or equal to $1,000,0003,000,000, the such Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in a principal an equivalent amount equal to the amount of such LC Disbursement and, to the extent so financed, the such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline LoanBorrowing. If the applicable Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the such Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the applicable Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the respective Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the applicable Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the applicable Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If Upon receipt from the Issuing Bank shall make beneficiary of any LC Disbursement in respect Letter of Credit of any notice of a drawing under such Letter of Credit, the applicable Issuing Bank shall notify the applicable Borrower and the Administrative Agent thereof. In the case of a Letter of Credit denominated in an Alternative Currency, the applicable Borrower shall reimburse the applicable Issuing Bank in such Alternative Currency, unless such Issuing Bank (at its option) shall have specified in such notice that it will require reimbursement in US Dollars. In the case of any such reimbursement in US Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the applicable Issuing Bank shall notify the applicable Borrower of the US Dollar Equivalent of the amount of the drawing promptly following the determination thereof. The applicable Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the an amount equal to such LC Disbursement not later than (i) 1:00 3:00 p.m., New York City time, on the date that such LC Disbursement is made, if the such Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii) or, if such notice has not been received by the such Borrower prior to such time on such date, then not later than 1:00 3:00 p.m., New York City time, on the Business Day immediately following the day that the such Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, that if such LC Disbursement the amount to be reimbursed is not less than $1,000,000denominated in US Dollars, the applicable Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 2.04 that such payment be financed with an ABR Revolving Borrowing or a Swingline Loan in a principal an equivalent amount equal to the amount of such LC Disbursement and, to the extent so financed, the such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the such Borrower fails to make such payment when due, the applicable Issuing Bank shall notify the Administrative Agent of such failure in accordance with paragraph (l) of this Section, and the Administrative Agent shall in turn notify each Lender of the applicable LC Disbursement, the amount of the payment then due from the such Borrower in respect thereof (expressed in US Dollars in the amount of the US Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative Currency) (the “Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the BorrowerUnreimbursed Amount, in the same manner as provided in Section 2.07 2.06 with respect to Revolving Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the LendersLenders pursuant to this paragraph), and the Administrative Agent shall promptly pay to the such Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the a Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Lenders and the such Issuing Bank Bank, as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the any Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the applicable Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If the Issuing Bank shall make any LC DC Disbursement in respect of a Letter of Documentary Credit, the Borrower shall reimburse such LC DC Disbursement by paying to the Administrative Agent in Dollars the an amount equal to such LC DC Disbursement not later than (i) 1:00 p.m.12:00 noon, New York City time, on the date that is two Business Days after such LC DC Disbursement is made, if the Borrower shall have received notice of such LC DC Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii) or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 p.m.12:00 noon, New York City time, on the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000, that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 2.3 or 2.05 2.5 that such payment be financed with an ABR a Base Rate Revolving Borrowing or Swingline Loan in a principal an equivalent amount equal to the amount of such LC Disbursement and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Base Rate Revolving Borrowing or Swingline Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC DC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Revolving Loan Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Revolving Loan Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 2.5 with respect to Revolving Loans made by such Lender (and Section 2.07 2.5 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Revolving Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC DC Disbursement (other than the funding of ABR Base Rate Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC DC Disbursement.

Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the an amount equal to such LC Disbursement (i) not later than (i) 1:00 p.m.noon, New York City Chicago time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City Chicago time, on such date, or or, (ii) if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 p.m.noon, New York City Chicago time, on (a) the Business Day that the Borrower receives such notice, if such notice is received prior to 10:00 a.m., Chicago time, on the day of receipt, or (b) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000, that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR CBFR Revolving Borrowing or Swingline Loan in a principal an equivalent amount equal to the amount of such LC Disbursement and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR CBFR Revolving Borrowing or Swingline Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR CBFR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If the an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the an amount equal to such LC Disbursement not later than (i) 1:00 p.m.12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii) or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 p.m.12:00 noon, New York City time, on the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000, that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in a principal an equivalent amount equal to the amount of such LC Disbursement and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline LoanBorrowing. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Revolving Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Revolving Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the respective Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Revolving Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the an Issuing DB3/ 204690278.10 Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the an amount equal to such LC Disbursement not later than (i) 1:00 p.m.12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii) if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 p.m.12:00 noon, New York City time, on the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, unless the Borrower has notified the Administrative Agent that it intends to reimburse all or part of such LC Disbursement without using Loan proceeds (and does provide such reimbursement by the deadline set forth in the first sentence of this Section 2.08(e)) or has submitted a Borrowing Request with respect thereto (by the deadline for reimbursement set forth in the first sentence of this Section 2.08(e)) , if such LC Disbursement is not less than $1,000,000, the Borrower mayshall, subject to the conditions to borrowing Borrowing set forth herein, be deemed to have requested, and the Borrower does hereby request in accordance with Section 2.03 or 2.05 under such circumstances, that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in a principal an equivalent amount equal to the amount of such LC Disbursement and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline LoanBorrowing. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 2.05(a) with respect to Loans made by such Lender (and Section 2.07 2.05(a) shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraphSection 2.08(e), the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph Section 2.08(e) to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph Section 2.08(e) to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. (i) If the either Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the applicable Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the applicable Issuing Bank, an amount equal to such LC Disbursement not later than (i) 1:00 in the case of a U.S. Letter of Credit, 3:00 p.m., New York City time, on the date that such LC Disbursement is made, made if the U.S. Borrower shall have received notice of such LC Disbursement prior to 10:00 11:00 a.m., New York City time, on such date, or (ii) or, if such notice has not been received by the U.S. Borrower prior to such time on such date, then not later than 1:00 3:00 p.m., New York City time, on the Business Day immediately following the day that the U.S. Borrower receives such noticenotice and (ii) in the case of a European Letter of Credit, 3:00 p.m., Brussels time, on the date that such LC Disbursement is made if European Borrower shall have received notice of such LC Disbursement prior to 11:00 a.m., Brussels time, on such date, or, if such notice is has not been received by European Borrower prior to such time on such date, then not later than 3:00 p.m., Brussels time, on the Business Day immediately following the day of receiptthat European Borrower receives such notice; provided that, if such LC Disbursement is not less than $1,000,000, that the U.S. Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 2.02 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan Loans in a principal an equivalent amount equal to the amount of such LC Disbursement and, to the extent so financed, the U.S. Borrower’s 's obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. Loans. (ii) If the applicable Borrower fails to make such payment when due, (A) in the case of U.S. Letters of Credit, the U.S. Issuing Bank shall notify the Administrative Agent and the Administrative Agent shall notify each U.S. Revolving Lender of the applicable LC Disbursement, the payment then due from the U.S. Borrower in respect thereof and such U.S. Revolving Lender’s Applicable 's Commitment Percentage thereof. Promptly following receipt thereof or (B) in the case of such noticeEuropean Letters of Credit, the European Issuing Bank shall notify the European Agent and the European Agent shall notify each European Revolving Lender shall pay to of the Administrative Agent its Applicable Percentage of applicable LC Disbursement, the payment then due from European Borrower in respect thereof and such European Revolving Lender's Commitment Percentage thereof. In the Borrowercase of clause (A) above, each U.S. Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent not later than 2:00 p.m., New York City time, on such date (or, if such U.S. Revolving Lender shall have received such notice later than 12:00 noon, New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such U.S. Revolving Lender's Commitment Percentage of the unreimbursed LC Disbursement in the same manner as provided in Section 2.07 2.02(c) with respect to U.S. Revolving Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders)U.S. Revolving Lender, and the Administrative Agent shall will promptly pay to the European Issuing Bank the amounts so received by it from the U.S. Revolving Lenders. Promptly In the case of clause (B) above, each European Revolving Lender shall pay by wire transfer of immediately available funds to the European Agent not later than 2:00 p.m., Brussels time, on such date (or, if such European Revolving Lender shall have received such notice later than 12:00 noon, Brussels time, on any day, not later than 11:00 a.m., Brussels time, on the immediately following receipt Business Day), an amount equal to such European Revolving Lender's Commitment Percentage of the unreimbursed LC Disbursement in the same manner as provided in Section 2.02(d) with respect to European Revolving Loans made by such European Revolving Lender, and the European Agent will promptly pay to the European Issuing Bank the amounts so received by it from the European Revolving Lenders. The Administrative Agent or the European Agent will promptly pay to the applicable Issuing Bank any amounts received by it from the applicable Borrower pursuant to the above paragraph prior to the time that any Revolving Lender makes any payment pursuant to the foregoing and any such amounts received by the Administrative Agent of any payment or the European Agent, as appropriate, from the applicable Borrower pursuant to this paragraph, thereafter will be promptly remitted by the Administrative Agent shall distribute such payment or the European Agent to the U.S. Revolving Lenders or European Revolving Lenders that shall have made such payments and to the applicable Issuing Bank orBank, as appropriate. (iii) If any Revolving Lender shall not have made its Commitment Percentage of such LC Disbursement available to the Administrative Agent or European Agent, as provided above, each of such Revolving Lender and the applicable Borrower severally agrees to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with the foregoing to but excluding the date such amount is paid, to the extent that Lenders have made payments pursuant to this paragraph to reimburse Administrative Agent for the Issuing Bank, then to such Lenders and account of the U.S. Issuing Bank as their interests may appear. Any payment made by a Lender pursuant or to this paragraph to reimburse the European Agent for the account of the European Issuing Bank for any LC Disbursement at (other than A) in the funding case of ABR Revolving Loans the Borrowers, the rate per annum set forth in Section 2.06(h) and (B) in the case of such Lender, at a rate determined by the Administrative Agent or a Swingline Loan the European Agent, as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursementappropriate, in accordance with banking industry rules or practices on interbank compensation.

Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the an amount equal to such LC Disbursement not later than (i) 1:00 p.m.12:00 noon, New York City time, (i) on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii) if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 p.m.12:00 noon, New York City time, on the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, that if such LC Disbursement is not less equal to or greater than $1,000,000, the Borrower mayshall, subject to the conditions to borrowing Borrowing set forth herein, be deemed to have requested, and the Borrower does hereby request in accordance with Section 2.03 or 2.05 under such circumstances, that such payment LC Disbursement be financed with an ABR Revolving Borrowing or Swingline Loan in a principal an equivalent amount equal to the amount of such LC Disbursement and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline LoanBorrowing. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 2.05 with respect to Loans made by such Lender (and Section 2.07 2.05 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraphSection 2.09(e), the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph Section 2.09(e) to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph Section 2.09(e) to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse the Issuing Bank in respect of such LC Disbursement by paying to the Administrative Agent in Dollars the an amount equal to such LC Disbursement in Dollars, or in the case of a Letter of Credit denominated in an Agreed Foreign Currency, the Borrower shall reimburse the Issuing Bank in such Agreed Foreign Currency, unless the Issuing Bank (at its option) shall have specified in such notice (x) that it will require reimbursement in Dollars and (y) the Dollar Equivalent of such LC Disbursement, not later than 3:00 p.m., Eastern time, on (i) 1:00 p.m., New York City time, on the date Business Day that such LC Disbursement is made, if the Borrower shall have received receives notice of such LC Disbursement Disbursement, if such notice is received prior to 10:00 a.m., New York City Eastern time, on such date, or (ii) if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 p.m., New York City time, on the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipttime; provided that, if such LC Disbursement is not less than $1,000,0001,000,000 (or such smaller amount as may be agreed to by the Administrative Agent) and is denominated in Dollars, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 2.04 that such payment be financed with an a Syndicated ABR Revolving Borrowing or a Swingline Loan of the respective Class in a principal an equivalent amount equal to the amount of such LC Disbursement and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Syndicated ABR Revolving Borrowing or Swingline Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each applicable Lender with a Commitment then in effect of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Dollar Percentage or Applicable Multicurrency Percentage, as the case may be, thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If the any Issuing Bank shall make any LC Disbursement in respect of a Letter of CreditCredit issued by such Issuing Bank, the Borrower Borrowers shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the an amount equal to such LC Disbursement not later than (i) 1:00 p.m.12:00 noon, New York City Chicago, Illinois time, on the date that such LC Disbursement is made, if the Borrowers (or Borrower Representative) shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City Chicago, Illinois time, on such date, or (ii) or, if such notice has not been received by the Borrowers (or Borrower Representative) prior to such time on such date, then not later than 1:00 p.m.12:00 noon, New York City Chicago, Illinois time, on (i) the Business Day that the Borrowers (or Borrower Representative) receive such notice, if such notice is received prior to 10:00 a.m., Chicago, Illinois time, on the day of receipt, or (ii) the Business Day immediately following the day that the Borrowers (or Borrower receives Representative) receive such notice, if such notice is not received prior to such time on the day of receipt; provided that, that if such LC Disbursement is not less than $1,000,000, the Borrower mayBorrowers shall, subject to the conditions to borrowing Borrowing set forth herein, be deemed to have requested, and the Borrowers do hereby request in accordance with Section 2.03 or 2.05 under such circumstances, that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in a principal an equivalent amount equal to the amount of such LC Disbursement and, to the extent so financed, the Borrower’s Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline LoanBorrowing. If the Borrower fails Borrowers fail to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower Borrowers in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the BorrowerBorrowers, in the same manner as provided in Section 2.07 2.05 with respect to Loans made by such Lender (and Section 2.07 2.05 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the CHAPARRAL ENERGY, L.L.C. SEVENTH RESTATED CREDIT AGREEMENT Administrative Agent shall promptly pay to the Issuing Bank that issued such Letter of Credit the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower Borrowers pursuant to this paragraphSection 2.08(e), the Administrative Agent shall distribute such payment to the Issuing Bank that issued such Letter of Credit or, to the extent that Lenders have made payments pursuant to this paragraph Section 2.08(e) to reimburse the such Issuing Bank, then to such Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph Section 2.08(e) to reimburse the any Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower Borrowers of its their joint and several obligation to reimburse such LC Disbursement.

Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the an amount equal to such LC Disbursement not later than (i) 1:00 p.m.12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii) or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 p.m.12:00 noon, New York City time, on (i) the Business Day that the Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, that if such LC Disbursement is not less than $1,000,0005,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in a principal an equivalent amount equal to the amount of such LC Disbursement and, to the extent so financed, 192 the Borrower’s 's obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline LoanBorrowing. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender Bank of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Bank's Applicable Commitment Percentage thereof. Promptly following receipt of such notice, each Lender Bank shall pay to the Administrative Agent its Applicable Commitment Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 2.02 with respect to Loans made by such Lender Bank (and Section 2.07 2.02 shall apply, mutatis mutandis, to the payment obligations of the LendersBanks), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the LendersBanks. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Lenders Banks have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders Banks and the Issuing Bank as their interests may appear. Any payment made by a Lender Bank pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the an amount equal to such LC Disbursement not later than (i) 1:00 p.m., New York City timeLocal Time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City timeLocal Time, on such date, or (ii) or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 p.m., New York City timeLocal Time, on the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than the Equivalent Amount of $1,000,000100,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in a principal amount equal to the amount Dollar Amount of such LC Disbursement and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the gsdocs\8126959.10 applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Revolving Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement. If the Borrower’s reimbursement of, or obligation to reimburse, any amounts in any Foreign Currency would subject the Administrative Agent, the Issuing Bank 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 U.S. Dollars, the Borrower shall, at its option, either (x) pay the amount of any such tax requested by the Administrative Agent, such Issuing Bank or the relevant Lender or (y) reimburse each LC Disbursement made in such Foreign Currency in U.S. Dollars, in an amount equal to the Dollar Amount, calculated using the applicable exchange rates, on the date such LC Disbursement is made, of such LC Disbursement.

Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the an amount equal to such LC Disbursement not later than (i) 1:00 p.m.12:00 noon, New York City Chicago time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City Chicago time, on such date, or (ii) or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 p.m.12:00 noon, New York City Chicago time, on (i) the Business Day that the Borrower receives such notice, if such notice is received prior to 10:00 a.m., Chicago time, on the day of receipt, or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000, that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in a principal an equivalent amount equal to the amount of such LC Disbursement and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Revolving Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If the an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such Issuing Bank in respect of such LC Disbursement by paying to the Administrative Agent in Dollars the an amount equal to such LC Disbursement in Dollars, or in the case of a Letter of Credit denominated in an Agreed Foreign Currency, the Borrower shall reimburse the applicable Issuing Bank in such Agreed Foreign Currency, unless such Issuing Bank (at its option) shall have specified in such notice (x) that it will require reimbursement in Dollars and (y) the Dollar Equivalent of such LC Disbursement, (i) in the case of a Letter of Credit issued by an Issuing Bank other than BANA, (A) not later than (i) 1:00 3:00 p.m., New York City Eastern time, on the date Business Day that such LC Disbursement is made, if the Borrower shall have received receives notice of such LC Disbursement Disbursement, if such notice is received prior to 10:00 a.m., New York City Eastern time, on such date, or (iiB) if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 p.m., New York City time, Eastern time on the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time time, and (ii) in the case of a Letter of Credit issued by BANA, (A) not later than 11:00 a.m. on the day date of receiptany LC Disbursement to be reimbursed in Dollars or (B) not later than 11:00 a.m. Applicable Time on the date of any LC Disbursement to be reimbursed in an Agreed Foreign Currency; provided that, that if such LC Disbursement is not less than $1,000,0001,000,000 and is denominated in Dollars, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 2.04 that such payment be financed with an a Syndicated ABR Revolving Borrowing or a Swingline Loan of the respective Class in a principal an equivalent amount equal to the amount of such LC Disbursement and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Syndicated ABR Revolving Borrowing or Swingline Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each applicable Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Dollar Percentage or Applicable Multicurrency Percentage, as the case may be, thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower or any Additional Borrower, as applicable, shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the an amount equal to such LC Disbursement in Dollars or (subject to the immediately succeeding sentence) the applicable Foreign Currency, not later than 12:00 noon (i) 1:00 p.m., New York City time, ) on the date Domestic Business Day immediately following the Domestic Business Day that such LC Disbursement is mademade (the “Disbursement Date”), if the Borrower or such Additional Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., 3:00 P.M. (New York City time) on the Disbursement Date, on such dateor, or (ii) if such notice has not been received by the Borrower or such Additional Borrower prior to such time on such date, then not later than 1:00 p.m., 12:00 noon (New York City time) on (i) the Domestic Business Day immediately following the Domestic Business Day that the Borrower or such Additional Borrower, as applicable, receives such notice, if such notice is received prior to 3:00 P.M. (New York City time) on the day of receipt, or (ii) within two Domestic Business Day Days immediately following the day that the Borrower or such Additional Borrower receives such notice, if such notice is not received prior to such time 3:00 P.M. (New York City time) on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,00010,000,000 (or the equivalent amount in a Foreign Currency), the Borrower or such Additional Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 2.2 or 2.05 2.3 that such payment be financed with an ABR Revolving Borrowing a Base Rate Loan, Euro-Currency Loan or Swingline Money Market Loan in a principal an equivalent amount equal to the amount of such LC Disbursement and, to the extent so financed, the Borrower’s or such Additional Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing Base Rate Loan, Euro-Currency Loan or Swingline Money Market Loan. If the Borrower or any Additional Borrower fails to make such payment when due, (i) if such payment relates to a Letter of Credit denominated in a Foreign Currency, automatically and with no further action required, the Borrower’s or such Additional Borrower’s obligation to reimburse the applicable LC Disbursement shall be permanently converted into an obligation to reimburse the Dollar Equivalent, calculated using the Exchange Rates on the date when such payment was due, of such LC Disbursement and (ii) the Administrative Agent shall notify each Lender Bank of the applicable LC Disbursement, the Dollar Equivalent thereof (if such LC Disbursement relates to a Letter of Credit denominated in a Foreign Currency) and the payment then due from the Borrower or any Additional Borrower in respect thereof and such LenderBank’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender Bank shall pay to the Administrative Agent in Dollars its Applicable Percentage of the payment then due from the BorrowerBorrower or any Additional Borrower (determined as provided in clause (i) of the immediately preceding sentence, if such payment relates to a Letter of Credit denominated in a Foreign Currency), in the same manner as provided in Section 2.07 2.4 with respect to Loans made by such Lender Bank (and Section 2.07 2.4 shall apply, mutatis mutandis, to the payment obligations of the LendersBanks), and the Administrative Agent shall promptly pay to the Issuing Bank in Dollars the amounts so received by it from the LendersBanks. Promptly following receipt by the Administrative Agent of any payment from the Borrower or any Additional Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Lenders Banks have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders Banks and the Issuing Bank as their interests may appear. Any payment made by a Lender Bank pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans a Base Rate Loan, Euro-Currency Loan or a Swingline Money Market Loan as contemplated above) shall not constitute a Loan and shall not relieve either the Borrower or any Additional Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the an amount equal to such LC Disbursement not later than (i) 1:00 p.m.12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii) or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 p.m.12:00 noon, New York City time, on (i) the Business Day that the Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York time, on the day of receipt or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided thatprovided, if such LC Disbursement is not less than $1,000,000, that the Borrower mayshall be entitled, subject to the conditions to borrowing Revolving Loans set forth hereinin this Agreement, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR to apply the proceeds of a Revolving Loan Borrowing or Swingline Loan in a principal amount equal to the amount repayment of such LC Disbursement and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline LoanDisbursement. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage Pro Rata Share thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage Pro Rata Share of the payment then due from the Borrower, in the same manner as provided in Section 2.07 ‎Section 2.3(b) with respect to Loans made by such Lender (and Section 2.07 ‎Section 2.3(b) shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraphclause (e), the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph clause (e) to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph clause (e) to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If the any Issuing Bank shall make any LC -------------- Disbursement in respect of a Letter of Credit, the applicable Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent Agent, in Dollars the case of a Committed Letter of Credit, or to the applicable Issuing Bank, in the case of a Competitive Letter of Credit, an amount equal to such LC Disbursement not later than (i) 1:00 p.m.12:00 noon, New York City time, on the date that such LC Disbursement is made, if the such Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii) or, if such notice has not been received by the such Borrower prior to such time on such date, then not later than 1:00 p.m.12:00 noon, New York City time, on (i) the Business Day that such Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (ii) the Business Day immediately following the day that the such Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement -------- is not less than $1,000,000500,000, the such Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in a principal an equivalent amount equal to the amount of such LC Disbursement and, to the extent so financed, the Borrower’s 's obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline LoanBorrowing. If the such Borrower fails to make such payment when duedue in respect of any Committed Letter of Credit, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the such Borrower in respect thereof and such Lender’s 's Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), ------- -------- and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the such Borrower pursuant to this paragraphparagraph in respect of any Committed Letter of Credit, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the any Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the such Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If the an Issuing Bank shall make any LC Disbursement in respect of a Letter of CreditCredit issued by it, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the an amount equal to such LC Disbursement not later than (i) 1:00 p.m.12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii) or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 p.m.12:00 noon, New York City time, on the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000, that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in a principal an equivalent amount equal to the amount of such LC Disbursement and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline LoanBorrowing. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its such L▇▇▇▇▇’s Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the relevant Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the relevant Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the relevant Issuing Bank, then to such Lenders and the relevant Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. (i) If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the Issuing Bank an amount equal to such LC Disbursement not later than (i) 1:00 3:00 p.m., New York City time, on the date that such LC Disbursement is made, made if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m.12:00 (noon), New York City time, on such date, or (ii) or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 p.m.12:00 (noon), New York City time, on the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in a principal amount equal to the amount of such LC Disbursement and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. . (ii) If the Borrower fails to make such payment when due, the Issuing Bank shall notify the Administrative Agent and the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Pro Rata Percentage thereof. Promptly following receipt of such notice, each Each Lender shall pay by wire transfer of immediately available funds to the Administrative Agent its Applicable not later than 2:00 p.m., New York City time, on such date (or, if such Lender shall have received such notice later than 12:00 (noon), New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Lender’s Pro Rata Percentage of the payment then due from the Borrower, unreimbursed LC Disbursement in the same manner as provided in Section 2.07 2.02(c) with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders)Lender, and the Administrative Agent shall will promptly pay to the Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from Borrower pursuant to the above paragraph prior to the time that any Lender makes any payment pursuant to the preceding sentence and any such amounts received by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, thereafter will be promptly remitted by the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent Lenders that Lenders shall have made such payments pursuant and to this paragraph to reimburse the Issuing Bank, then as appropriate. (iii) If any Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, each of such Lenders Lender and Borrower severally agrees to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with the foregoing to but excluding the date such amount is paid, to the Administrative Agent for the account of the Issuing Bank as their interests may appear. Any payment made at (i) in the case of Borrower, the rate per annum set forth in Section 2.18(h) and (ii) in the case of such Lender, at a rate determined by a Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans Administrative Agent in accordance with banking industry rules or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursementpractices on interbank compensation.

Reimbursement. If the any LC Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the an amount equal to such LC Disbursement not later than (i) 1:00 2:00 p.m., New York City Pittsburgh time, on the date that such LC Disbursement is mademade or the next Business Day if the Borrower has requested a Committed Loan to finance such reimbursement, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City Pittsburgh time, on such date, or (ii) or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 2:00 p.m., New York City Pittsburgh time, on the Business Day immediately following the day that the Borrower receives such notice, notice or the next Business Day if the Borrower has requested a Committed Loan to finance such notice is not received prior to such time on the day of receiptreimbursement; provided that, if such LC Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 2.02 that such payment be financed with an ABR Revolving (X) a Base Rate Borrowing or Swingline Loan in a principal amount equal to (notwithstanding the amount of fact that such LC Disbursement may be less than the Minimum Committed Amount) or (Y) a Swingline Loan (notwithstanding the fact that such LC Disbursement may be less than the Minimum Swingline Amount), in each case in an equivalent amount and, to the extent so financedaccordingly, the Borrower’s 's obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Base Rate Borrowing or Swingline Loan, as the case may be. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender Bank of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage Bank's share thereof. Promptly following receipt of such notice, each Lender Bank shall pay to the Administrative Agent its Applicable Percentage share of the payment then due from the Borrower, in the same manner as provided in Section 2.07 2.04 with respect to Loans made by such Lender Bank (and Section 2.07 2.04 shall apply, mutatis mutandis, to the payment obligations of the LendersBanks), and the Administrative Agent shall promptly pay to the such LC Issuing Bank the amounts so received by it from the LendersBanks. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the such LC Issuing Bank or, to the extent that Lenders Banks have made payments pursuant to this paragraph to reimburse for the account of such LC Issuing Bank, then to such Lenders Banks and the LC Issuing Bank as their interests may appear. Any payment made by a Lender Bank pursuant to this paragraph to reimburse for the account of such LC Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans a Base Rate Borrowing or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If the Issuing Bank any Issuer shall make any LC Letter of Credit Disbursement in respect of a Letter of CreditCredit issued by such Issuer, the Borrower shall reimburse such LC Letter of Credit Disbursement by paying to the Administrative Agent in Dollars the an amount equal to such LC Letter of Credit Disbursement not later than (i) 1:00 12:00 p.m., New York City time, on the date that third day after such LC Letter of Credit Disbursement is made, if the Borrower shall have received notice of such LC Letter of Credit Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii) or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 2:00 p.m., New York City time, on (i) the third day after the Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York time, on the day of receipt, or (ii) the Business Day immediately following the third day that after the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, that if such LC Letter of Credit Disbursement is not less than $1,000,000, the Borrower mayshall, subject to the conditions to borrowing Borrowing set forth herein, be deemed to have requested, and the Borrower does hereby request in accordance with Section 2.03 or 2.05 under such circumstances, that such payment be financed with a Eurodollar Borrowing with an ABR Revolving Borrowing or Swingline Loan Interest Period of one month in a principal an equivalent amount equal to the amount of such LC Disbursement and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline LoanEurodollar Borrowing. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC Letter of Credit Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 2.05 with respect to Loans made by such Lender (and Section 2.07 2.05 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank Issuer that issued such Letter of Credit the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraphSection 2.08(e), the Administrative Agent shall distribute such payment to the Issuing Bank Issuer that issued such Letter of Credit or, to the extent that Lenders have made payments pursuant to this paragraph Section 2.08(e) to reimburse the Issuing Banksuch Issuer, then to such Lenders and the Issuing Bank such Issuer as their interests may appear. Any payment made by a Lender pursuant to this paragraph Section 2.08(e) to reimburse the Issuing Bank any Issuer for any LC Letter of Credit Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Letter of Credit Disbursement. Any Letter of Credit Disbursement not reimbursed by the Borrower or funded as a Loan prior to 2:00 p.m., New York time, shall bear interest for such day at the ABR plus the Applicable Margin.

Reimbursement. If the any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the amount equal to such LC Disbursement Disbursement, not later than (i) 1:00 3:00 p.m., New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement applicable, prior to 10:00 a.m., New York City Eastern time, on such date, or (ii) or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 3:00 p.m., New York City time, on the Business Day immediately following the day that the applicable Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 2.04 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in a principal amount equal to the equivalent amount of such LC Disbursement and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan, as applicable. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the relevant Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the relevant Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If the any Issuing Bank Lender shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Revolving Facility Administrative Agent in Dollars the an amount equal to such LC Disbursement Disbursement, in Dollars, not later than (i) 1:00 p.m.4:00 P.M., New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii) or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 p.m.P.M., New York City time, on the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 2.5 or 2.05 2.6 that such payment be financed with a Revolving Loan of the same Class denominated in Dollars that is an ABR Revolving Borrowing Loan or Swingline Loan in a principal an amount equal to the amount of such LC Disbursement and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Loan denominated in Dollars that is an ABR Revolving Borrowing Loan or Swingline Loan. If the Borrower fails to make such payment when due, the Revolving Facility Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Revolving Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Revolving Facility Administrative Agent its Applicable Revolving Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 2.5 (without regard to minimum amounts) and Section 2.17(e) with respect to Loans made by such Revolving Lender (and Section 2.07 such Sections shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Revolving Facility Administrative Agent shall promptly pay to the applicable Issuing Bank Lender the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Revolving Facility Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Revolving Facility Administrative Agent shall distribute such payment to the applicable Issuing Bank Lender or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the applicable Issuing BankLender, then to such Revolving Lenders and the Issuing Bank Lenders as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the an Issuing Bank Lender for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If the an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the an amount equal to such LC Disbursement not later than (i) 1:00 p.m.12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii) or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 p.m.12:00 noon, New York City time, on the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, that if such LC Disbursement is not less than $1,000,000100,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in a principal amount equal to the amount of such LC Disbursement andan equivalent amount, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan, as applicable. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the respective Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If If, during any fiscal month in which the Issuing Bank shall make any LC Disbursement New Agreement is still in respect effect, the estimated aggregate Fund Operating Expenses of a Letter class of Creditshares of such Fund for the fiscal month are less than the Maximum Annual Operating Expense Limit for that month, the Borrower Adviser shall reimburse be entitled to reimbursement by such LC Disbursement by paying to Fund, in whole or in part as provided below, of the Administrative Agent in Dollars the amount equal to such LC Disbursement not later than (i) 1:00 p.m., New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, investment advisory fees waived or (ii) if such notice has not been received reduced and other payments remitted by the Borrower prior to such time on such date, then not later than 1:00 p.m., New York City time, on the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in a principal amount equal to the amount of such LC Disbursement and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 Adviser with respect to Loans made a particular Fund pursuant to Section 1 hereof for periods after October [ ], 2021 or Section 1 of Expense Limitation Agreement (the “Prior Agreement”) between the Adviser and M3Sixty Funds Trust (the “Prior Trust”) with respect to the F/m Investments Large Cap Focused Fund series of the Prior Trust for periods prior to October [ ], 2021. The total amount of reimbursement to which the Adviser may be entitled (“Reimbursement Amount”) shall equal, at any time, the sum of all investment advisory fees previously waived or reduced by the Adviser and all other payments remitted by the Adviser to the Fund, pursuant to Section 1 hereof and Section 1 of the Prior Agreement, during any of the previous three (3) fiscal years, less any reimbursement previously paid by such Lender (and Section 2.07 shall apply, mutatis mutandis, Fund to the payment obligations of the Lenders)Adviser, and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraphSection 2.a or Section 2.a of the Prior Agreement, with respect to such waivers, reductions and payments. For avoidance of doubt, the Administrative Agent total amount of reimbursement to which the Adviser may be entitled pursuant to Section 2.a of the Prior Agreement shall distribute such payment to not exceed [$ , ]. The Reimbursement Amount shall not include any additional charges or fees whatsoever, including, e.g., interest accruable on the Issuing Bank or, to Reimbursement Amount. To the extent that Lenders have any reimbursement is made payments pursuant to this paragraph to reimburse Section 2.a or Section 2.a of the Issuing BankPrior Agreement, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) reimbursement shall not constitute cause the Fund Operating Expenses to exceed the Maximum Annual Operating Expense Limit that was in place with respect to each class of a Loan and shall not relieve Fund at the Borrower time the Adviser waived or reduced its advisory fees or reimbursed other expenses for such class of its obligation to reimburse such LC Disbursementthe Fund.

Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the an amount equal to such LC Disbursement not later than (i) 1:00 p.m.12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii) or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 p.m.12:00 noon, New York City time, on (i) the Business Day that the Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000, that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in a principal an equivalent amount equal to the amount of such LC Disbursement and, to the extent so financed, the Borrower’s 's obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s 's Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If the an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the an amount equal to such LC Disbursement not later than (i) 1:00 p.m.12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii) or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 p.m.12:00 noon, New York City time, on the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, that if such LC Disbursement is not less greater than or equal to $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in a principal amount equal to the amount of such LC Disbursement andan equivalent amount, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan, as applicable. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the respective Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If the any Issuing Bank Lender shall make any LC Disbursement in respect of a Letter of Credit, the Borrower Company shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the an amount equal to such LC Disbursement not later than (i) 1:00 p.m.12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Borrower Company shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii) if such notice has not been received by the Borrower Company prior to 10:00 a.m., New York City time, on the date that such time on such dateLC Disbursement is made, then not later than 1:00 p.m.12:00 noon, New York City time, on the Business Day immediately following the day that the Borrower Company receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000the minimum borrowing amount, the Borrower Company may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing Alternate Base Rate Loan or Swingline Federal Funds Rate Loan in a principal an equivalent amount equal to the amount of such LC Disbursement and, to the extent so financed, the Borrower’s Company's obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing Alternate Base Rate Loan or Swingline Federal Funds Rate Loan. If the Borrower Company fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower Company in respect thereof and such Lender’s 's Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from LC Disbursement not reimbursed by the BorrowerCompany, in the same manner as provided in Section 2.07 2.02 with respect to Loans made by such Lender (and Section 2.07 2.02 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank Lender the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower Company pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank Lender or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the such Issuing BankLender, then to such Lenders and the such Issuing Bank Lender as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the an Issuing Bank Lender for any LC Disbursement (other than the funding of ABR Revolving Alternate Base Rate Loans or a Swingline Loan Federal Funds Rate Loans as contemplated above) shall not constitute a Loan and shall not relieve the Borrower Company of its obligation to reimburse such LC Disbursement.

Reimbursement. If the any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the an amount equal to such LC Disbursement, in the currency in which such LC Disbursement is made, not later than (i) 1:00 1:30 p.m., New York City time, on the second Business Day following the date that such LC Disbursement is made, if on which the Borrower shall have received notice of such LC Disbursement prior to (or, in the case of an LC Disbursement denominated in a currency other than dollars, on the third Business Day following such date if the Borrower shall not have received notice of such LC Disbursement until after 10:00 a.m., New York City time, on such date); provided that, or (ii) if such notice has not been received by LC Disbursement is denominated in dollars and is at least equal to the applicable minimum borrowing amount, unless the Borrower prior shall have notified the Administrative Agent to such time on such date, then the contrary not later than 1:00 p.m.10:00 a.m., New York City time, on the Business Day immediately next following the day that date on which the Borrower receives such notice, if such notice is not received prior to such time on the day shall have been notified of receipt; provided that, if such LC Disbursement is not less than $1,000,000Disbursement, the Borrower may, subject will be deemed to the conditions to borrowing set forth herein, request have requested in accordance with Section 2.03 or 2.05 2.02 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan on such Business Day in a principal an equivalent amount equal to the amount of such LC Disbursement and, to the extent so financedthe Borrower satisfies the condition precedent to such ABR Borrowing set forth in Section 4.02(b), the Borrower’s obligation to make such payment shall be discharged and replaced by with the resulting proceeds of the requested ABR Revolving Borrowing or Swingline LoanBorrowing. If the Borrower fails to make such payment when duedue and the Borrower is not entitled to make a Borrowing in the amount of such payment, (A) if such payment relates to a Letter of Credit denominated in Canadian Dollars, Euros or Pounds Sterling, automatically and with no further action required, the obligation of the Borrower to reimburse the applicable LC Disbursement shall be permanently converted into an obligation to reimburse the Dollar Equivalent, calculated using the LC Exchange Rates on the applicable LC Participation Calculation Date, of such LC Disbursement and (B) in the case of each LC Disbursement, the Administrative Agent shall notify each Lender of the applicable such LC Disbursement, the Dollar Equivalent of the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, and each Lender shall pay to the Administrative Agent on the date such notice is received, its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 2.04 with respect to Loans made by such Lender (and Section 2.07 2.04 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Lenders and the such Issuing Bank as their interests may appear. Any No payment made by a Lender pursuant to this paragraph to reimburse the any Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not or relieve the Borrower of its obligation to reimburse such LC Disbursement. If the reimbursement by the Borrower of, or obligation to reimburse, any amounts in Canadian Dollars, Euros or Pounds Sterling would subject the Administrative Agent, the applicable Issuing Bank 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 (x) pay the amount of any such tax requested by the Administrative Agent, the applicable Issuing Bank or Lender or (y) reimburse in dollars each LC Disbursement made in Canadian Dollars, Euros or Pounds Sterling, in an amount equal to the Dollar Equivalent, calculated using the applicable LC Exchange Rate on the date such LC Disbursement is reimbursed (or on the applicable LC Participation Calculation Date, if such date shall have occurred), of such LC Disbursement.

Reimbursement. If the an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the amount equal to of such LC Disbursement (in the currency of such LC Disbursement) not later than (i) 1:00 4:00 p.m., New York City time, on time (or the date that such LC Disbursement is made, if Applicable Time in the Borrower shall have received notice case of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii) if such notice has not been received any payment by the Borrower prior relevant Issuing Bank under a Letter of Credit to such time on such datebe reimbursed in an Alternative Currency), then not no later than 1:00 p.m., New York City time, on the one (1) Business Day immediately following the day that the Borrower receives notice of such noticeLC Disbursement, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than the Dollar Equivalent of $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 2.04 that such payment be financed with an ABR Revolving Borrowing or a Swingline Loan Loan, in a principal amount equal to the amount of such LC Disbursement each case in an equivalent amount, and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Revolving Lender’s Applicable Percentage thereof (and in the case of a Letter of Credit denominated in an Alternative Currency, the Dollar Equivalent thereof). Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in Dollars (in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative Currency), and in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the LendersRevolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly pay remit to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Revolving Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the any Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If the any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the applicable Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the an amount equal to such LC Disbursement not later than (i) 1:00 p.m.Disbursement, New York City time, on in the date that currency in which such LC Disbursement is made, if not later than 1:30 p.m., London time, on the second Business Day following the date on which such Borrower or the European J.V. shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii) if such notice has not been received by the Borrower prior to such time on such date, then not later than 1:00 p.m., New York City time, on the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receiptDisbursement; provided that, if such LC Disbursement is denominated in Euros and is at least equal to the Borrowing Minimum for Swingline Loans but not less greater than $1,000,000the amount then available to be borrowed as a Swingline Borrowing for the purposes of this Section 2.04(e), unless the applicable Borrower, or the European J.V. on its behalf, shall have notified the Administrative Agent to the contrary not later than 10:00 a.m., London time, on the Business Day next following the date on which such Borrower or the European J.V. shall have been notified of such LC Disbursement, the Borrower may, subject will be deemed to the conditions to borrowing set forth herein, request have requested in accordance with Section 2.03 or 2.05 that such payment be financed with a Swingline Borrowing on such Business Day in an ABR Revolving Borrowing or Swingline Loan in a principal equivalent amount equal to the amount of such LC Disbursement and, to the extent so financedthe condition precedent to such Swingline Borrowing set forth in Section 4.02(B) is satisfied, the such Borrower’s obligation to make such payment shall be discharged and replaced by with the resulting ABR Revolving Borrowing or proceeds of the requested Swingline LoanBorrowing. If the applicable Borrower fails to make such payment when duedue and such Borrower is not entitled to make a Swingline Borrowing in the amount of such payment, (A) if such payment relates to a Letter of Credit denominated in US Dollars or Pounds Sterling, automatically and with no further action required, the obligation of such Borrower to reimburse the applicable LC Disbursement shall be permanently converted into an obligation to reimburse the Euro Equivalent, calculated using the LC Exchange Rates on the applicable LC Participation Calculation Date, of such LC Disbursement and (B) in the case of each LC Disbursement, the Administrative Agent shall notify each ABT Lender of the applicable such LC Disbursement, the Euro Equivalent of the payment then due from the such Borrower in respect thereof and such Lender’s ABT Applicable Percentage thereof. Promptly following receipt of such notice, and each ABT Lender shall pay to the Administrative Agent on the date such notice is received its ABT Applicable Percentage of the payment then due from the such Borrower, in the same manner as provided in Section 2.07 2.06 with respect to ABT Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the ABT Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the ABT Lenders. Promptly following receipt by the Administrative Agent of any payment from the a Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that ABT Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Lenders and the such Issuing Bank as their interests may appear. Any Neither any payment made by a an ABT Lender pursuant to this paragraph to reimburse the any Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Swingline Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not or relieve the applicable Borrower of its obligation to reimburse such LC Disbursement. If the reimbursement by a Borrower of, or obligation to reimburse, any amounts in US Dollars or Pounds Sterling would subject the Administrative Agent, the applicable Issuing Bank 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 Euros, such Borrower shall, at its option, either (x) pay the amount of any such tax requested by the Administrative Agent, the applicable Issuing Bank or Lender or (y) reimburse in Euros each LC Disbursement made in US Dollars or Pounds Sterling, in an amount equal to the Euro Equivalent, calculated using the applicable LC Exchange Rate on the date such LC Disbursement is reimbursed (or on the applicable LC Participation Calculation Date, if such date shall have occurred), of such LC Disbursement.