Common use of Reimbursement Clause in Contracts

Reimbursement. If an Issuing Lender shall make any LC Disbursement in respect of a Letter of Credit, the Company shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on (i) the Business Day that the Company receives notice of such LC Disbursement, if such notice is received prior to 10:00 a.m., New York City time, or (ii) the Business Day immediately following the day that the Company receives such notice, if such notice is not received prior to such time, provided that, if such LC Disbursement is not less than $500,000, the Company may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment be financed with a Base Rate Revolving Credit Loan Borrowing in an equivalent amount and, to the extent so financed, the Company’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate Revolving Credit Loan Borrowing. If the Company 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 Company 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 Company, in the same manner as provided in Section 2.05 with respect to Revolving Credit Loans made by such Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the respective Issuing Lender the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective Issuing Lender or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such Issuing Lender, then to such Lenders and such Issuing Lender as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an Issuing Lender for any LC Disbursement shall not constitute a Loan and shall not relieve the Company of its obligation to reimburse such LC Disbursement.

Reimbursement. If an the Issuing Lender Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company Borrower shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on (i) on the Business Day date that such LC Disbursement is made, if the Company receives Borrower shall have received notice of such LC Disbursement, if such notice is received Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii) the Business Day immediately following the day that the Company Borrower receives such notice, if such notice is not received prior to such time, time on the day of receipt; provided that, if such LC Disbursement is not less than $500,000, that the Company mayBorrower shall, 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 under such circumstances, that such payment be financed with a Base Rate Revolving Credit Loan an ABR Borrowing in an equivalent amount and, to the extent so financed, the CompanyBorrower’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate Revolving Credit Loan ABR Borrowing. If the Company 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 Company 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 CompanyBorrower, in the same manner as provided in Section 2.05 with respect to Revolving Credit Loans made by such Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the respective Issuing Lender Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company Borrower pursuant to this paragraphSection 2.08(e), the Administrative Agent shall distribute such payment to the respective Issuing Lender Bank or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph Section 2.08(e) to reimburse such the Issuing LenderBank, then to such Lenders and such the Issuing Lender Bank as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph Section 2.08(e) to reimburse an the Issuing Lender Bank for any LC Disbursement (other than the funding of ABR Loans as contemplated above) shall not constitute a Loan and shall not relieve the Company Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an the Issuing Lender Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company Borrower shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City Boston, Massachusetts time, on (i) the Business Day that such LC Disbursement is made, if the Company receives Borrower shall have received notice of such LC Disbursement, if such notice is received Disbursement prior to 10:00 a.m., New York City Boston, Massachusetts time, or (ii) on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then on the Business Day immediately following the day that the Company Borrower receives such notice, if such notice is not received prior to such time, time on the day of receipt; provided that, if such LC Disbursement is not less than $500,000, that the Company 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 Base Rate an ABR Revolving Credit Borrowing or Swingline Loan Borrowing in an equivalent amount and, to the extent so financed, the Company’s Borrower's obligation to make such payment shall be discharged and replaced by the resulting Base Rate ABR Revolving Credit Loan BorrowingBorrowing or Swingline Loan. If the Company 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 Company Borrower in respect thereof and such Revolving Credit Lender’s '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 CompanyBorrower, in the same manner as provided in Section 2.05 2.06 with respect to Revolving Credit Loans made by such Lender (and Section 2.05 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 Lender Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective Issuing Lender Bank or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such the Issuing LenderBank, then to such Lenders and such the Issuing Lender Bank as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an the Issuing Lender 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 Company Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an Issuing Lender shall make any LC Disbursement in respect of a Letter of CreditThe City shall, the Company shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on (i) the Business Day that the Company receives notice of such LC Disbursement, if such notice is received prior to 10:00 a.m., New York City time, or (ii) the Business Day immediately following the day that the Company receives such notice, if such notice is not received prior to such time, provided that, if such LC Disbursement is not less than $500,000, the Company may, fullest extent permitted by law and subject to the conditions provisions hereof, pay the Bank for the full amount of Indemnified Taxes and Other Taxes including any Indemnified Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 3.01 paid by the Bank or any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally asserted; provided, that the City shall not be obligated to borrowing set forth hereinpay the Bank for any penalties, request in accordance with Section 2.03 that such payment be financed with a Base Rate Revolving Credit Loan Borrowing in an equivalent amount and, interest or expenses relating to Indemnified Taxes or Other Taxes arising from the Bank’s gross negligence or willful misconduct. The Bank agrees to give notice to the extent so financed, the Company’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate Revolving Credit Loan Borrowing. If the Company fails to make such payment when due, the Administrative Agent shall notify each Revolving Credit Lender City of the applicable LC Disbursement, assertion of any claim against the payment then due from the Company in respect thereof and Bank relating to such Revolving Credit Lender’s Applicable Percentage thereof. Promptly following receipt Indemnified Taxes or Other Taxes as promptly as is practicable after being notified of such noticeassertion; provided, each Revolving Credit Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Company, in the same manner as provided in Section 2.05 with respect to Revolving Credit Loans made by such Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the respective Issuing Lender the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective Issuing Lender or, to the extent that the Revolving Credit Lenders have made payments pursuant Bank’s failure to this paragraph to reimburse notify the City promptly of such Issuing Lender, then to such Lenders and such Issuing Lender as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an Issuing Lender for any LC Disbursement shall not constitute a Loan and assertion shall not relieve the Company City of its obligation under this Section 3.01. Payments by the City pursuant to reimburse this subsection (b) shall be made within thirty (30) days from the date the Bank makes written demand therefor, which demand shall be accompanied by a certificate describing in reasonable detail the basis thereof. The Bank agrees to repay to the City any refund (including that portion of any interest that was included as part of such LC Disbursementrefund) with respect to Taxes or Other Taxes paid by the City pursuant to this Section 3.01 received by the Bank for Indemnified Taxes or Other Taxes that were paid by the City pursuant to this Section 3.01 and to contest, with the cooperation and at the expense of the City, any such Indemnified Taxes or Other Taxes which the Bank or the City reasonably believes not to have been properly assessed.

Reimbursement. If an Issuing Lender LC Issuer shall make any LC Disbursement in respect of a Letter of Credit, the Company applicable Borrower shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on (i) on the Business Day that immediately following the Company day on which such Borrower receives notice of such LC Disbursement, if such notice is received prior to 10:00 a.m.or at 12:00 noon, New York City time, on the day of receipt, or (ii) the two Business Day immediately following Days after the day that the Company on which such Borrower receives such notice, if such notice is not received prior to such after 12:00 noon, New York City time, on the day of receipt; provided that, if such LC Disbursement is not less than $500,000, that the Company applicable Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 2.04 that such payment be financed with a Base Rate Revolving Credit Loan Borrowing in an equivalent amount and, to the extent so financed, the Company’s obligation of such Borrower to make such payment shall be discharged and replaced by the resulting Base Rate Revolving Credit Loan Borrowing. If the Company applicable Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Credit applicable Lender of the applicable LC Disbursement, the payment then due from the Company such Borrower in respect thereof and such Revolving Credit Lender’s Applicable Global Tranche Percentage or US Tranche Percentage, as applicable, thereof. Promptly following receipt of such notice, each Revolving Credit Global Tranche Lender or US Tranche Lender, as applicable, shall pay to the Administrative Agent its Applicable Global Tranche Percentage or US Tranche Percentage of the payment then due from the Companysuch Borrower, in the same manner as provided in Section 2.05 2.02(e) with respect to Revolving Credit Loans made by such Lender (and Section 2.05 2.02(e) shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the respective Issuing Lender LC Issuer the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company applicable Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective Issuing Lender LC Issuer or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such Issuing Lenderthe LC Issuer, then to such Lenders and such Issuing Lender the LC Issuer as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an Issuing Lender the LC Issuer for any LC Disbursement (other than the funding of Base Rate Loans as contemplated above) shall not constitute a Loan and shall not relieve the Company applicable Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. (i) If an the Issuing Lender Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company Borrower shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent Issuing Bank an amount equal to such LC Disbursement and in Dollars not later than 12:00 noon3:00 p.m., New York City time, on (i) the Business Day that the Company receives notice of such LC Disbursement, if such notice is received prior to 10:00 a.m., New York City time, or (ii) the Business Day immediately following the day that the Company Borrower receives such notice, if such notice is not received prior to such time, provided that, if of such LC Disbursement is not less than $500,000, Disbursement; provided that the Company Borrower may, subject to the conditions to borrowing Borrowing set forth herein, request in accordance with Section 2.03 that such payment be financed with a Base Rate ABR Revolving Credit Loan Borrowing Loans in an equivalent amount and, to the extent so financed, the CompanyBorrower’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate ABR Revolving Credit Loan Borrowing. Loans. (ii) If the Company Borrower fails to make such payment when due, the Issuing Bank shall notify the Administrative Agent in writing, and the Administrative Agent shall notify each Revolving Credit Lender of the applicable LC Disbursement, the payment then due from the Company Borrower in respect thereof and such Revolving Credit Lender’s Applicable Pro Rata Percentage thereof. Promptly following receipt of such notice, each Each Revolving Credit 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, one (1) Business Day after such date, an amount equal to such Revolving Lender’s Pro Rata Percentage of the payment then due from the Company, unreimbursed LC Disbursement in the same manner as provided in Section 2.05 2.02(c) with respect to Revolving Credit Loans made by such Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders)Lender, and the Administrative Agent shall will promptly pay to the respective Issuing Lender Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt Any amounts received by the Issuing Bank from the Borrower pursuant to the above paragraph prior to, concurrently with or after any Revolving Lender makes any payment pursuant to the preceding sentence will be promptly remitted by the Issuing Bank to the Administrative Agent and by the Administrative Agent to the Revolving Lenders that shall have made such payments. (iii) If any Revolving Lender shall not have made its Pro Rata Percentage of any payment from the Company pursuant such LC Disbursement to this paragraph, the Administrative Agent shall distribute available as provided above, each of such payment Revolving Lender and the Borrower severally agrees to pay interest on such amount, for each day from and including the respective Issuing Lender ordate 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 Administrative Agent for the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse account of the Issuing Bank at (i) in the case of the Borrower, the rate per annum set forth in clause (h) below and (ii) in the case of such Issuing Lender, then to such Lenders and such Issuing Lender as their interests may appear. Any payment made at a rate determined by a Revolving Credit Lender pursuant to this paragraph to reimburse an Issuing Lender for any LC Disbursement shall not constitute a Loan and shall not relieve the Company of its obligation to reimburse such LC DisbursementAdministrative Agent in accordance with banking industry rules or practices on interbank compensation.

Reimbursement. If an the Issuing Lender Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company Borrower shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 12:00 noon11:00 a.m., New York City Chicago time, on (i) the Business Day date that such LC Disbursement is made, if the Company receives Borrower shall have received notice of such LC Disbursement, if such notice is received Disbursement prior to 10:00 9:00 a.m., New York City Chicago 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 11:00 a.m., Chicago time, on the Business Day immediately following the day that the Company Borrower receives such notice, if such notice is not received prior to such time, ; provided that, if such LC Disbursement is not less than $500,000, the Company 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 Base Rate Revolving Credit Loan CBFR Borrowing in an equivalent amount and, to the extent so financed, the CompanyBorrower’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate Revolving Credit Loan CBFR Borrowing. If the Company 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 Company 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 CompanyBorrower, in the same manner as provided in Section 2.05 2.07 with respect to Revolving Credit Loans made by such Lender (and Section 2.05 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the respective Issuing Lender Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective Issuing Lender Bank or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such the Issuing LenderBank, then to such Lenders and such the Issuing Lender Bank as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an the Issuing Lender Bank for any LC Disbursement (other than the funding of CBFR Revolving Loans as contemplated above) shall not constitute a Loan and shall not relieve the Company Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an the Issuing Lender Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company Borrower shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on (i) the Business Day that the Company Borrower receives notice of such LC Disbursement, if such notice is received prior to 10:00 9:00 a.m., New York City time, on the day of receipt, or (ii) the Business Day immediately following the day that the Company Borrower receives such notice, if such notice is not received prior to such after 9:00 a.m., New York time, on the day of receipt; provided that, if such LC Disbursement is not less than $500,000, that the Company 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 Base Rate an ABR Revolving Credit Borrowing or Swingline Loan Borrowing in an equivalent amount and, to the extent so financed, the CompanyBorrower’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate ABR Revolving Credit Loan BorrowingBorrowing or Swingline Loan. If the Company 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 Company Borrower in respect thereof 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 CompanyBorrower, in the same manner as provided in Section 2.05 2.07 with respect to Revolving Credit Loans made by such Lender (and Section 2.05 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the respective Issuing Lender Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective Issuing Lender Bank or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such the Issuing LenderBank, then to such Lenders and such the Issuing Lender Bank, as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an the Issuing Lender Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Company Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an Issuing Lender Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company Borrower shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noonon the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 9:00 a.m., New York City time, on (i) the Business Day that the Company receives notice of such LC Disbursementdate, or, if such notice is has not been received by the Borrower prior to 10:00 a.m.such time on such date, New York City time, or (ii) then on the Business Day immediately following the day that the Company Borrower receives such notice, if such notice is not received prior to such time, ; provided that, if such LC Disbursement is not less than $500,000, that the Company 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 a Base Rate Revolving Credit Swingline Loan Borrowing in an equivalent amount and, to the extent so financed, the CompanyBorrower’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate ABR Revolving Credit Loan BorrowingBorrowing or Swingline Loan. If the Company 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 Company 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 CompanyBorrower, in the same manner as provided in Section 2.05 2.07 with respect to Revolving Credit Loans made by such Lender (and Section 2.05 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the respective applicable Issuing Lender Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective applicable Issuing Lender Bank or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such Issuing LenderBank, then to such Lenders and such the applicable Issuing Lender Bank as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an Issuing Lender Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Company Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an the Issuing Lender Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company Borrower shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent Issuing Bank an amount equal to such LC Disbursement not later than 12:00 noon2:00 p.m., New York City time, on the date that such LC Disbursement is made, if Borrower shall have received notice of such LC Disbursement prior to 11:00 a.m., New York City time on such date, or, if such notice has not been received by Borrower prior to such time on such date, then not later than 2:00 p.m., New York City time, on (i) the Business Day that the Company Borrower receives notice of such LC Disbursementnotice, if such notice is received prior to 10:00 11:00 a.m., New York City time, on the day of receipt, or (ii) the Business Day immediately following the day that the Company Borrower receives such notice, if such notice is not received prior to such time, time on the day of receipt; provided that, if such LC Disbursement is not less than $500,000, the Company that Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.17 that such payment be financed with a Base Rate an ABR Revolving Credit Loan Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the CompanyBorrower’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate ABR Revolving Credit Loan Borrowingor Swingline Loan. If the Company Borrower fails to make such payment when due, the Issuing Bank shall notify the Administrative Agent and the Administrative Agent shall notify each Revolving Credit Lender of the applicable LC Disbursement, the payment then due from the Company Borrower in respect thereof and such Revolving Credit Lender’s Applicable Pro Rata Percentage thereof. Promptly following receipt of such notice, each Revolving Credit Lender shall pay to the Administrative Agent its Applicable Pro Rata Percentage of the payment then due from the Company, unreimbursed LC Disbursement in the same manner as provided in Section 2.05 2.02(f), with respect to Revolving Credit Loans made by such Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders)Lender, and the Administrative Agent shall promptly pay to the respective Issuing Lender Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective Issuing Lender orshall, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, distribute such Issuing Lender, then payment to such Lenders and such the Issuing Lender Bank as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an the Issuing Lender 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 Company Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. (i) If an any Issuing Lender Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company Borrower shall reimburse such Issuing Lender in respect of such LC Disbursement by paying pay to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon1:00 p.m., New York City time, on (i) the next Business Day following the Business Day on which the Borrower shall have received notice from such Issuing Bank that the Company receives notice payment of such LC Disbursement, if such notice is received prior to 10:00 a.m., New York City time, or (ii) the Business Day immediately following the day that the Company receives such notice, if such notice is not received prior to such time, provided that, if such LC Disbursement is not less than $500,000, the Company may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment draft will be financed with a Base Rate Revolving Credit Loan Borrowing in an equivalent amount and, to the extent so financed, the Company’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate Revolving Credit Loan Borrowingmade. If the Company Borrower fails to make such payment when due, the applicable Issuing Bank shall notify the Administrative Agent and the Administrative Agent shall notify each Revolving Credit Lender of the applicable LC Disbursement, the payment then due from the Company Borrower in respect thereof and such Revolving Credit Lender’s Applicable Percentage Pro Rata Share thereof. Promptly following receipt of such notice, each Each Revolving Credit Lender shall pay by wire transfer of immediately available funds to the Administrative Agent its Applicable Percentage 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 Share of the payment then due from the Company, unreimbursed LC Disbursement in the same manner as provided in Section 2.05 2.02(c) with respect to Revolving Credit Loans made by such Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders)Lender, and the Administrative Agent shall will promptly pay to the respective such Issuing Lender Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt The Administrative Agent will promptly pay to the applicable Issuing Bank any amounts received by it from the 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 Company Borrower thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to such Issuing Bank, as appropriate. (ii) If the Borrower fails to make such payment when due, or if the amount is not financed pursuant to this paragraphthe proviso to Section 2.17(e)(i), the applicable Issuing Bank shall notify the Administrative Agent and the Administrative Agent shall distribute notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such payment Revolving Lender’s Pro Rata Share thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the respective Administrative Agent 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 Share of the unreimbursed LC Disbursement in the same manner as provided in Section 2.02(c) with respect to Revolving Loans made by such Revolving Lender, and the Administrative Agent will promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the applicable Issuing Bank any amounts received by it from the Borrower pursuant to the above paragraph prior to the time that any Revolving Lender ormakes any payment pursuant to the preceding sentence and any such amounts received by the Administrative Agent from the Borrower thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to such Issuing Bank, as appropriate. (iii) If any Revolving Lender shall not have made its Pro Rata Share of such LC Disbursement available to the Administrative Agent as provided above, the Borrower and such Revolving Lender severally agree 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 Administrative Agent for the Revolving Credit Lenders have made payments pursuant account of the applicable Issuing Bank at (i) in the case of the Borrower, the interest rate applicable to this paragraph to reimburse such Issuing LenderABR Loans; provided that, then to such Lenders and such Issuing Lender as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an Issuing Lender for any LC Disbursement shall not constitute a Loan and shall not relieve if the Company of its obligation Borrower fails to reimburse such LC DisbursementDisbursement when due pursuant to paragraph (i) of this Section 2.17(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 an Issuing Lender Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company shall reimburse such Issuing Lender in respect of 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 such Issuing Bank shall so elect in its sole discretion by notice to the Company, 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 12:00 noonnoon on the date that such LC Disbursement is made, New York City time, on (i) the Business Day that if the Company receives shall have received notice of such LC DisbursementDisbursement prior to 10:00 a.m. on such date, or, if such notice is has not been received by the Company prior to 10:00 a.m.such time on such date, New York City time, or (ii) then not later than 12:00 noon on the Business Day immediately following the day that the Company receives such notice, if such notice is not received prior to such time, time on the day of receipt; provided that, if such LC Disbursement is not less than the Dollar Amount of $500,0001,000,000, the 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 a Base Rate an ABR Revolving Credit Borrowing or Swingline Loan Borrowing in an equivalent amount Dollar Amount of such LC Disbursement and, to the extent so financed, the Company’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate ABR Revolving Credit Loan BorrowingBorrowing or Swingline Loan. If the Company 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 Company 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 Company, in the same manner as provided in Section 2.05 2.07 with respect to Revolving Credit Loans made by such Lender (and Section 2.05 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the respective relevant Issuing Lender Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective relevant Issuing Lender Bank or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such Issuing LenderBank, then to such Lenders and such Issuing Lender Bank as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an Issuing Lender 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 Company of its obligation to reimburse such LC Disbursement.

Reimbursement. If an the Issuing Lender Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company Borrower shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon3:00 p.m., New York City time, on (i) the Business Day date that such LC Disbursement is made, if the Company receives Borrower shall have received notice of such LC Disbursement, if such notice is received Disbursement prior to 10:00 a.m., New York City time, or (ii) on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 3:00 p.m., New York City time, on the Business Day immediately following the day date that the Company Borrower receives such notice, if such notice is not received prior to such time, ; provided that, if such LC Disbursement is not less than $500,000, that the Company mayBorrower shall, 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 under such circumstances, that such payment be financed with a Base Rate Revolving Credit Loan an ABR Borrowing in an equivalent amount and, to the extent so financed, the CompanyBorrower’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate Revolving Credit Loan ABR Borrowing. If the Company 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 Company 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 CompanyBorrower, in the same manner as provided in Section 2.05 with respect to Revolving Credit Loans made by such Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the respective Issuing Lender Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company Borrower pursuant to this paragraphSection 2.08(e), the Administrative Agent shall distribute such payment to the respective Issuing Lender Bank or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph Section 2.08(e) to reimburse such the Issuing LenderBank, then to such Lenders and such the Issuing Lender Bank as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph Section 2.08(e) to reimburse an the Issuing Lender Bank for any LC Disbursement (other than the funding of ABR Loans as contemplated above) shall not constitute a Loan and shall not relieve the Company Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If The Company agrees that if an Issuing Lender Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company shall reimburse such Issuing Lender in respect of such LC Disbursement by paying paying, or causing to be paid, to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on (i) the Business Day date that such LC Disbursement is made, if the Company receives shall have received notice of such LC Disbursement, if such notice is received Disbursement prior to 10:00 a.m., New York City time, or (ii) on such date, or, if such notice has not been received by the Company prior to such time on such date, then not later than 12:00 noon, New York City time, on the Business Day immediately following the day that the Company receives such notice, if such notice is not received prior to such time, ; provided that, if such LC Disbursement is not less than $500,000, that the Company mayshall conclusively be deemed, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 to have requested that such payment be financed with a Base Rate Revolving Credit Loan Borrowing in an equivalent amount and, to the extent so financed, the Company’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate Revolving Credit Loan BorrowingLoan. If the Company fails to make such payment when due, the Administrative Agent shall notify each Revolving Credit Lender Funding Agent of the applicable LC Disbursement, the payment then due from the Company in respect thereof and the Funding Agents’ related Lender Group’s Allocated Share thereof. The Funding Agents shall provide a copy of such Revolving Credit Lender’s Applicable Percentage notice to each Lender promptly upon receipt thereof. Promptly following receipt of such notice, each Revolving Credit Lender Funding Agent shall pay or shall cause to be paid to the Administrative Agent its Applicable Percentage related Lender Group’s Allocated Share of the payment then due from the Company, in the same manner as provided in Section 2.05 3 with respect to Revolving Credit Loans made by such Lender Group (and Section 2.05 3 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Committed Lenders), and the Administrative Agent shall promptly pay to the respective such Issuing Lender Bank the amounts so received by it from the Revolving Credit LendersLender Groups. Promptly following receipt by the Administrative Agent of any payment from the Company pursuant to this paragraphclause (e), the Administrative Agent shall distribute such payment to the respective applicable Issuing Lender Bank or, to the extent that the Revolving Credit Lenders have each related Lender Group has made payments pursuant to this paragraph clause (e) to reimburse such Issuing LenderBank, then to the applicable Funding Agents for the benefit of such Lenders Lender Groups and such Issuing Lender Bank as their interests may appear. Any payment made by a Revolving Credit Lender Group pursuant to this paragraph clause (e) to reimburse an Issuing Lender Bank for any LC Disbursement (other than the funding of Loans as contemplated above) shall not constitute a Loan and shall not relieve the Company of its obligation obligations to reimburse such LC Disbursement.

Reimbursement. If an Issuing Lender Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company Borrower shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on (i) the Business Day date that such LC Disbursement is made, if the Company receives Borrower shall have received notice of such LC Disbursement, if such notice is received Disbursement prior to 10:00 a.m., New York City time, or (ii) on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 10:00 a.m., New York City time, on the Business Day immediately following the day that the Company Borrower receives such notice, if such notice is not received prior to such time, ; provided that, if such LC Disbursement is not less than $500,000, that the Company 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 Base Rate an ABR Revolving Credit Borrowing or Swingline Loan Borrowing in an equivalent amount and, to the extent so financed, the CompanyBorrower’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate ABR Revolving Credit Loan BorrowingBorrowing or Swingline Loan. If the Company 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 Company 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 CompanyBorrower, in the same manner as provided in Section 2.05 2.07 with respect to Revolving Credit Loans made by such Lender (and Section 2.05 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the respective applicable Issuing Lender Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective applicable Issuing Lender Bank or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such the applicable Issuing LenderBank, then to such Lenders and such the applicable Issuing Lender Bank as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an Issuing Lender 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 Company Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an the Issuing Lender Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent in an amount equal to such LC Disbursement not later than 12:00 noon1:00 p.m., New York City timeLocal Time, on (i) the Business Day date that such LC Disbursement is made, if the Company receives shall have received notice of such LC Disbursement, if such notice is received Disbursement prior to 10:00 a.m., New York City timeLocal Time, or (ii) on such date, or, if such notice has not been received by the Company prior to such time on such date, then not later than 1:00 p.m., Local Time, on the Business Day immediately following the day that the Company receives such notice, if such notice is not received prior to such time, ; provided that, if such LC Disbursement is not less than the Equivalent Amount of $500,000100,000, the 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 a Base Rate an ABR Revolving Credit Borrowing or Swingline Loan Borrowing in an equivalent amount the Dollar Amount of such LC Disbursement and, to the extent so financed, the Company’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate ABR Revolving Credit Loan BorrowingBorrowing or Swingline Loan. If the Company 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 Company 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 Company, in the same manner as provided in Section 2.05 2.07 with respect to Revolving Credit Loans made by such Lender (and Section 2.05 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the respective Issuing Lender Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective Issuing Lender Bank or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such the Issuing LenderBank, then to such Lenders and such the Issuing Lender Bank as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an the Issuing Lender 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 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 a Credit Party 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 Company shall, at its option, either (x) pay the amount of any such tax requested by such Credit Party 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 an the Issuing Lender Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company Borrowers shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than (a) 12:00 noon, New York, New York City time, on (i) the Business Day date that such LC Disbursement is made, if the Company receives applicable Borrower shall have received notice of such LC Disbursement, if such notice is received Disbursement prior to 10:00 a.m., New York, New York City time, one Business Day prior to such date or (iib) if such notice has not been received by the applicable Borrower prior to such time on such date, then not later than 12:00 noon, New York, New York time, two Business Day Days immediately following the day that the Company receives Borrowers receive such notice, if such notice is not received prior to such time, ; provided that, if such LC Disbursement is an Event of Default set forth in Article 7(g) shall not less than $500,000have occurred and be continuing, the Company may, subject Borrowers shall be deemed to the conditions to borrowing set forth herein, request have requested in accordance with Section 2.03 2.2 that such payment be financed with a Base Rate Revolving Credit an ABR Loan Borrowing in an equivalent amount and, to the extent so financed, the Company’s Borrowers' obligation to make such payment shall be discharged and replaced by the resulting Base Rate Revolving Credit Loan BorrowingABR Loan. If the Company fails Borrowers fail 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 Company Borrowers in respect thereof and such Revolving Credit Lender’s Applicable 's Loan Percentage thereof. Promptly following receipt of such notice, each Revolving Credit Lender shall pay to the Administrative Agent its Applicable Loan Percentage of the payment then due from the CompanyBorrowers, in the same manner as provided in Section 2.05 2.2 with respect to Revolving Credit Term Loans made by such Lender (and Section 2.05 2.2 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the respective Issuing Lender Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company Borrowers pursuant to this paragraphSection 2.3(e), the Administrative Agent shall distribute such payment to the respective Issuing Lender Bank or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph Section 2.3(e) to reimburse such the Issuing LenderBank, then to such Lenders and such the Issuing Lender Bank as their interests interest may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph Section 2.3(e) to reimburse an the Issuing Lender Bank for any LC Disbursement (other than the funding of ABR Loans as contemplated above) shall not constitute a Term Loan and shall not relieve the Company Borrowers of its their obligation to reimburse such LC Disbursement.

Reimbursement. If an Issuing Lender Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company Borrowers shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on (i) the Business Day that the Company Borrower Representative receives notice of such LC Disbursement, if such notice is received prior to 10:00 9:00 a.m., New York City time, on the day of receipt, or (ii) the Business Day immediately following the day that the Company Borrower Representative receives such notice, if such notice is not received prior to such after 9:00 a.m., New York time, on the day of receipt; provided that, if such LC Disbursement is not less than $500,000, that the Company Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment be financed with a Base Rate an ABR Revolving Credit Loan Borrowing in an equivalent amount and, to the extent so financed, the Company’s Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting Base Rate ABR Revolving Credit Loan Borrowing. If the Company fails Borrowers fail 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 Company Borrowers in respect thereof 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 CompanyBorrowers, in the same manner as provided in Section 2.05 2.07 with respect to Revolving Credit Loans made by such Lender (and Section 2.05 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the respective Issuing Lender Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective Issuing Lender Bank or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such Issuing LenderBank, then to such Lenders and such Issuing Lender Bank, as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an Issuing Lender Bank for any LC Disbursement (other than the funding of ABR Revolving Loans as contemplated above) shall not constitute a Loan and shall not relieve the Company Borrowers of its their obligation to reimburse such LC Disbursement.

Reimbursement. If an the Issuing Lender shall make Bank makes any LC Disbursement in respect of a Letter of Credit, the Company Borrowers shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on (i) the Business Day day that such LC Disbursement is made, if the Company receives notice of such LC Disbursement, if such notice is received prior to Disbursement before 10:00 a.m., New York City time, or on such day, or, if such notice has not been received by the Company by such time on such day, then not later than 12:00 noon, New York City time, on (iii) the Business Day immediately following the day that the Company receives such notice, if such notice is not received prior to such before 10:00 a.m., New York City time, provided thaton the day of receipt, or (ii) the next Business Day, if such LC Disbursement notice is not less than $500,000, received before such time on the day of receipt; provided that the Company may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with a Base Rate Revolving Credit an ABR Borrowing or Swingline Loan Borrowing in an equivalent amount and, to the extent so financed, the Company’s Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting Base Rate Revolving Credit Loan BorrowingABR Borrowing or Swingline Loan. If the Company fails Borrowers fail to make such payment when due, the Administrative Agent shall notify each Revolving Credit Lender and the Issuing Bank of the applicable LC Disbursement, the payment then due from the Company Borrowers 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 CompanyBorrowers, in the same manner as is provided in Section 2.05 2.06 with respect to Revolving Credit Loans made by such Lender (and Section 2.05 2.06 shall apply, mutatis mutandis, to the such payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the respective Issuing Lender Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective Issuing Lender Bank or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such the Issuing LenderBank, then to such Lenders and such the Issuing Lender Bank as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an the Issuing Lender Bank for any LC Disbursement (other than the funding of ABR Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Company Borrowers of its their obligation to reimburse such LC Disbursement.

Reimbursement. If an the Issuing Lender Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company Borrower shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on (i) the Business Day date that such LC Disbursement is made, if the Company receives Borrower shall have received notice of such LC Disbursement, if such notice is received Disbursement prior to 10:00 a.m., New York City time, or (ii) on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 12:00 noon, New York City time, on the Business Day immediately following the day that the Company Borrower receives such notice, if such notice is not received prior to such time, ; provided that, if such LC Disbursement is not less than $500,000, that the Company 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 Base Rate Revolving Credit Loan an ABR Borrowing in an equivalent amount and, to the extent so financed, the CompanyBorrower’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate Revolving Credit Loan ABR Borrowing. If the Company 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 Company 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 CompanyBorrower, in the same manner as provided in Section 2.05 2.07 with respect to Revolving Credit Loans made by such Lender (and Section 2.05 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the respective Issuing Lender Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective Issuing Lender Bank or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such the Issuing LenderBank, then to such Lenders and such the Issuing Lender Bank as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an the Issuing Lender Bank for any LC Disbursement (other than the funding of ABR Loans as contemplated above) shall not constitute a Loan and shall not relieve the Company Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. (i) If an the Issuing Lender Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company Borrower shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent Issuing Bank an amount equal to such LC Disbursement and in Dollars not later than 12:00 noon3:00 p.m., New York City time, on (i) the Business Day that the Company receives notice of such LC Disbursement, if such notice is received prior to 10:00 a.m., New York City time, or (ii) the Business Day immediately following the day that the Company Borrower receives such notice, if such notice is not received prior to such time, provided that, if of such LC Disbursement is not less than $500,000, Disbursement; provided that the Company Borrower may, subject to the conditions to borrowing Borrowing set forth herein, request in accordance with Section 2.03 that such payment be financed with a Base Rate ABR Revolving Credit Loan Borrowing Loans in an equivalent amount and, to the extent so financed, the CompanyBorrower’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate ABR Revolving Credit Loan Borrowing. Loans. (ii) If the Company Borrower fails to make such payment when due, the Issuing Bank shall notify the Administrative Agent, and the Administrative Agent shall notify each Revolving Credit Lender of the applicable LC Disbursement, the payment then due from the Company Borrower in respect thereof and such Revolving Credit Lender’s Applicable Pro Rata Percentage thereof. Promptly following receipt of such notice, each Each Revolving Credit 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, one (1) Business Day after such date, an amount equal to such Revolving Lender’s Pro Rata Percentage of the payment then due from the Company, unreimbursed LC Disbursement in the same manner as provided in Section 2.05 2.02(c) with respect to Revolving Credit Loans made by such Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders)Lender, and the Administrative Agent shall will promptly pay to the respective Issuing Lender Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt Any amounts received by the Issuing Bank from the Borrower pursuant to the above paragraph prior to, concurrently with or after any Revolving Lender makes any payment pursuant to the preceding sentence will be promptly remitted by the Issuing Bank to the Administrative Agent and by the Administrative Agent to the Revolving Lenders that shall have made such payments. (iii) If any Revolving Lender shall not have made its Pro Rata Percentage of any payment such LC Disbursement available as provided above, each of such Revolving Lender and the Borrower severally agrees to pay interest on such amount, for each day from and including the Company pursuant date such amount is required to this paragraphbe paid in accordance with the foregoing to but excluding the date such amount is paid, to the Administrative Agent shall distribute for the account of the Issuing Bank at (i) in the case of the Borrower, the rate per annum set forth in clause (h) below and (ii) in the case of such payment to the respective Issuing Lender or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such Issuing Lender, then to such Lenders and such Issuing Lender as their interests may appear. Any payment made at a rate determined by a Revolving Credit Lender pursuant to this paragraph to reimburse an Issuing Lender for any LC Disbursement shall not constitute a Loan and shall not relieve the Company of its obligation to reimburse such LC DisbursementAdministrative Agent in accordance with banking industry rules or practices on interbank compensation.

Reimbursement. (i) If an the applicable Issuing Lender shall make Bank makes any LC Disbursement in respect of a Letter of Credit, the Company Borrowers shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent (or, in the case of Commercial Letters of Credit, the applicable Issuing Bank) an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, 1:00 p.m. on (i) the second Business Day that immediately following the Company receives date on which the Borrowers receive notice under paragraph ‎(g) of this Section of such LC DisbursementDisbursement (or, if such notice is received less than two hours prior to 10:00 a.m.the deadline for requesting ABR Borrowings pursuant to ‎Section 2.03, New York City time, or (ii) on the third Business Day immediately following the day that date on which the Company receives Borrowers receive such notice, if such notice is not received prior to such time, ); provided that, if such LC Disbursement is not less than $500,000, the Company that a Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section ‎Section 2.03 or ‎2.04 that such payment be financed with an ABR Revolving Loan or a Base Rate Revolving Credit Swingline Loan Borrowing in an equivalent amount and, to the extent so financed, the Company’s Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting Base Rate Revolving Credit Loan BorrowingBorrowing or Swingline Loan. If the Company Borrowers 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 Company Borrowers 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 CompanyBorrowers, in the same manner as provided in Section 2.05 ‎Section 2.07 with respect to Revolving Credit Loans made by such Revolving Lender (and Section 2.05 ‎Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the respective applicable Issuing Lender Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective applicable Issuing Lender Bank or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such Issuing LenderBank, then to such Revolving Lenders and such Issuing Lender Bank as their interests may appear. Any payment made . (ii) If any Revolving Lender fails to make available to the Administrative Agent for the account of the applicable Issuing Bank any amount required to be paid by a such Revolving Credit Lender pursuant to the foregoing provisions of this paragraph ‎Section 2.05(e) by the time specified therein, such Issuing Bank shall be entitled to reimburse an recover from such Revolving Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such Issuing Bank at a rate per annum equal to the greater of the Federal Funds Effective Rate from time to time in effect and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A certificate of the applicable Issuing Bank submitted to any Revolving Lender for (through the Administrative Agent) with respect to any LC Disbursement amounts owing under this clause ‎(ii) shall not constitute a Loan and shall not relieve the Company of its obligation to reimburse such LC Disbursementbe conclusive absent manifest error.

Reimbursement. If an the Issuing Lender Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company Borrowers, jointly and severally, shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on (i) the Business Day immediately following the date that such LC Disbursement is made, if the Company receives Borrowers shall have received notice of such LC DisbursementDisbursement on the date that such LC Disbursement is made, or, if such notice is has not been received prior to 10:00 a.m.by the Borrowers on such date, then not later than 12:00 noon, New York City time, or (ii) on the Business Day immediately following the day date that the Company receives Borrowers receive such notice, if such notice is not received prior to such time, ; provided that, if such LC Disbursement is not less than $500,0001,000,000, the Company applicable Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.02 or Section 2.03 that such payment be financed with a Base Rate Revolving Credit Loan an ABR Borrowing in an equivalent amount and, to the extent so financed, the Company’s Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting Base Rate Revolving Credit Loan ABR Borrowing. If the Company fails Borrowers fail 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 Company Borrowers 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 CompanyBorrowers, in the same manner as provided in Section 2.05 2.03 with respect to Revolving Credit Loans made by such Lender (and Section 2.05 2.03 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the respective Issuing Lender Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company a Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective Issuing Lender Bank or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such the Issuing LenderBank, then to such Lenders and such the Issuing Lender Bank as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an the Issuing Lender Bank for any LC Disbursement (other than the funding of ABR Borrowings as contemplated above) shall not constitute a Loan and shall not relieve the Company any Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an Issuing Lender Bank shall make any LC Disbursement in respect honor a Letter of Credit drawing presented under a Letter of Credit, the Company Borrower shall reimburse such Issuing Lender in respect Letter of such LC Disbursement Credit honored by paying to the Administrative Agent an amount equal to the Dollar Equivalent, calculated using the Exchange Rate when such payment is due, of such LC Disbursement in Dollars not later than 12:00 noon1:00 p.m., New York City time, on (i) the first Business Day that succeeding the Company receives notice date on which the applicable Issuing Bank notifies the Borrower in writing of such LC Disbursement, if such notice is received prior to 10:00 a.m., New York City time, or (ii) the Business Day immediately following the day that the Company receives such notice, if such notice is not received prior to such time, Letter of Credit honoring; provided that, if such LC Disbursement is not less than $500,000, the Company Borrower may, subject to the express conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment be financed with a Base Rate Revolving Credit Loan Borrowing or Swingline Loan of the same Class in an equivalent amount equal to the 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 CompanyBorrower’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate Revolving Credit Loan BorrowingBorrowing or Swingline Loan. If the Company Borrower fails to make such payment when due, then the Administrative Agent shall notify each Revolving Credit Lender of the Dollar Equivalent of the applicable LC Disbursement, the payment then due from the Company 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 in Dollars its Applicable Percentage of the Dollar Equivalent of the payment then due from the CompanyBorrower (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 2.05 2.06 with respect to Revolving Credit Loans made by such Revolving Lender (and Section 2.05 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit LendersLender), and the Administrative Agent shall promptly pay to the respective applicable Issuing Lender Bank the amounts so received by it from the Revolving Credit LendersLender. Promptly following receipt by the Administrative Agent of any payment from the Company Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective applicable Issuing Lender Bank or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such the applicable Issuing LenderBank, then to such Revolving Lenders and such the Issuing Lender Banks as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an Issuing Lender Bank for any LC Disbursement (other than the funding of Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Company Borrower of its their obligation to reimburse such LC Disbursement.

Reimbursement. If an Issuing Lender For purposes of determining the amount of the Gross-up Payment, the Executive shall make be treated as paying federal income taxes at his actual tax rate for federal income taxation in the calendar year in which the Gross-up Payment is to be made and state and local income taxes at his actual rate of taxation in the state and locality of the Executive’s residence for the calendar year in which the Company Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes if paid in such year. In the event that the Excise Tax is subsequently determined by the Accountants to be less than the amount taken into account hereunder at the time the Gross-up Payment is made, the Executive shall repay to the Company, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the prior Gross-up Payment attributable to such reduction (plus the portion of the Gross-up Payment attributable to the Excise Tax and federal and state and local income tax imposed on the portion of the Gross-up Payment being repaid by the Executive if such repayment results in a reduction in Excise Tax or a federal and state and local income tax deduction), plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. Notwithstanding the foregoing, in the event any LC Disbursement portion of the Gross-up Payment to be refunded to the Company has been paid to any federal, state or local tax authority, repayment thereof (and related amounts) shall not be required until actual refund or credit of such portion has been made to the Executive, and interest payable to the Company shall not exceed the interest received or credited to the Executive by such tax authority for the period it held such portion. The Executive and the Company shall mutually agree upon the course of action to be pursued (and the method of allocating the expense thereof) if the Executive’s good faith claim for refund or credit is denied. Furthermore, to the extent any repayment of such amount would be in respect violation of a Letter the Sarbonne Oxley Act, there shall be no such obligation of Creditrepayment. In the event that the Excise Tax is later determined by the Accountant or the Internal Revenue Service to exceed the amount taken into account hereunder at the time the Gross-up Payment is made (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-up Payment), the Company shall reimburse such Issuing Lender make an additional Gross-up Payment in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on excess (i) the Business Day that the Company receives notice of such LC Disbursement, if such notice is received prior to 10:00 a.m., New York City time, plus any interest or (ii) the Business Day immediately following the day that the Company receives such notice, if such notice is not received prior to such time, provided that, if such LC Disbursement is not less than $500,000, the Company may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment be financed with a Base Rate Revolving Credit Loan Borrowing in an equivalent amount and, to the extent so financed, the Company’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate Revolving Credit Loan Borrowing. If the Company 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 Company 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 Company, in the same manner as provided in Section 2.05 penalties payable with respect to Revolving Credit Loans made by such Lender (and Section 2.05 shall apply, mutatis mutandis, to excess) at the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the respective Issuing Lender the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective Issuing Lender or, to the extent time that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse amount of such Issuing Lender, then to such Lenders and such Issuing Lender as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an Issuing Lender for any LC Disbursement shall not constitute a Loan and shall not relieve the Company of its obligation to reimburse such LC Disbursementexcess is finally determined.

Reimbursement. If an the Issuing Lender Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company Borrower shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on (i) the Business Day that the Company Borrower receives notice of such LC Disbursementnotice, 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 Company Borrower receives such notice, if such notice is not received prior to such time, time on the day of receipt; provided that, if such LC Disbursement is not less than $500,000, that the Company mayBorrower shall, subject to the conditions to borrowing set forth herein, request automatically be deemed to have requested in accordance with Section 2.03 that such payment be financed with a Base Rate Revolving Credit Loan an ABR Borrowing in an equivalent amount and, to the extent so financed, the CompanyBorrower’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate Revolving Credit Loan ABR Borrowing. If the Company 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 Company 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 CompanyBorrower, in the same manner as provided in Section 2.05 2.07 with respect to Revolving Credit Loans made by such Lender (and Section 2.05 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the respective Issuing Lender Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective Issuing Lender Bank or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such the Issuing LenderBank, then to such Lenders and such the Issuing Lender Bank as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an the Issuing Lender Bank for any LC Disbursement (other than the funding of ABR Loans as contemplated above) shall not constitute a Loan and shall not relieve the Company Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an any Issuing Lender Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company Borrower shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent in Dollars an amount equal to such LC Disbursement not later than 12:00 noon5:00 p.m., New York City time, on (i) the Business Day date that such LC Disbursement is made, if the Company receives Borrower shall have received notice of such LC Disbursement, if such notice is received Disbursement prior to 10:00 a.m., New York City time, or (ii) on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 5:00 p.m., New York City time, on the Business Day immediately following the day that the Company Borrower receives such notice, if such notice is not received prior to such time, ; provided that, if such LC Disbursement is not less than $500,000, that the Company Borrower may, at its election and subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 2.02 or 2.20 that such payment be financed with a Base Rate Revolving Credit an ABR Borrowing or Swingline Loan Borrowing in an equivalent amount of such LC Disbursement and, to the extent so financed, the CompanyBorrower’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate Revolving Credit Loan BorrowingABR Borrowing or Swingline Loan. If the Company 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 Company 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 CompanyBorrower, in the same manner as provided in Section 2.05 with respect to Revolving Credit Loans made by such Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the respective applicable Issuing Lender Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective applicable Issuing Lender Bank or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such Issuing LenderBank, then to such Lenders and such Issuing Lender Bank as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an any Issuing Lender 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 Company Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an the Issuing Lender Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company Borrower shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on (i) the Business Day date that such LC Disbursement is made, if the Company receives Borrower shall have received notice of such LC Disbursement, if such notice is received Disbursement prior to 10:00 a.m., New York City time, or (ii) on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 12:00 noon, New York City time, on the Business Day immediately following the day that the Company Borrower receives such notice, if such notice is not received prior to such time, ; provided that, if such LC Disbursement is not less than $500,000, that the Company 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 Base Rate an ABR Revolving Credit Borrowing or Swingline Loan Borrowing in an equivalent amount and, to the extent so financed, the CompanyBorrower’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate ABR Revolving Credit Loan BorrowingBorrowing or Swingline Loan. If the Company 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 Company 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 CompanyBorrower, in the same manner as provided in Section 2.05 2.07 with respect to Revolving Credit Loans made by such Lender (and Section 2.05 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the respective Issuing Lender Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective Issuing Lender Bank or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such the Issuing LenderBank, then to such Lenders and such the Issuing Lender Bank as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an the Issuing Lender 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 Company Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an the Issuing Lender Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company Borrower shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on (i) the Business Day date that such LC Disbursement is made, if the Company receives Borrower shall have received notice of such LC Disbursement, if such notice is received Disbursement prior to 10:00 a.m., New York City time, or (ii) on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 12:00 noon, New York City time on the Business Day immediately following the day that the Company Borrower receives such notice, if such notice is not received prior to such time, ; provided that, if such LC Disbursement is not less than $500,000, that the Company 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 a Base Rate Revolving Credit Swingline Loan Borrowing in an equivalent amount and, to the extent so financed, the CompanyBorrower’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate ABR Revolving Credit Loan BorrowingBorrowing or Swingline Loan. If the Company 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 Company 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 CompanyBorrower, in the same manner as provided in Section 2.05 2.07 with respect to Revolving Credit Loans made by such Lender (and Section 2.05 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the respective Issuing Lender Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective Issuing Lender Bank or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such the Issuing LenderBank, then to such Lenders and such the Issuing Lender Bank as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an the Issuing Lender 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 Company Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an any Issuing Lender Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company Borrower shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on (i) the Business Day date that such LC Disbursement is made, if the Company receives Borrower shall have received notice of such LC Disbursement, if such notice is received Disbursement prior to 10:00 a.m., New York City time, or (ii) on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 12:00 noon, New York City time, on the Business Day immediately following the day that the Company Borrower receives such notice, if such notice is not received prior to such time, time on the day of receipt; provided that, if such LC Disbursement is not less than $500,000, that the Company 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 Base Rate Revolving Credit Loan an ABR Borrowing in an equivalent amount and, to the extent so financed, the CompanyBorrower’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate Revolving Credit Loan ABR Borrowing. If the Company 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 Company 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 CompanyBorrower, in the same manner as provided in Section 2.05 2.04 with respect to Revolving Credit Loans made by such Lender (and Section 2.05 2.04 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the respective applicable Issuing Lender Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective applicable Issuing Lender Bank or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such Issuing LenderBank, then to such Lenders and such Issuing Lender Bank as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an any Issuing Lender Bank for any LC Disbursement (other than the funding of ABR Loans as contemplated above) shall not constitute a Loan and shall not relieve the Company Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an Issuing Lender the LC Issuer shall make any LC Disbursement in respect of a Letter of Credit, the Company applicable Borrower shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on (i) on the Business Day that immediately following the Company day on which such Borrower receives notice of such LC Disbursement, if such notice is received prior to 10:00 a.m.or at 12:00 noon, New York City time, on the day of receipt, or (ii) the two Business Day immediately following Days after the day that the Company on which such Borrower receives such notice, if such notice is not received prior to such after 12:00 noon, New York City time, on the day of receipt; provided that, if such LC Disbursement is not less than $500,000, that the Company applicable Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 2.04 that such payment be financed with a Base Rate Revolving Credit Loan Borrowing in an equivalent amount and, to the extent so financed, the Company’s obligation of such Borrower to make such payment shall be discharged and replaced by the resulting Base Rate Revolving Credit Loan Borrowing. If the Company applicable 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 Company such Borrower in respect thereof and such Revolving Credit Lender’s Applicable Pro Rata Percentage thereof. Promptly following receipt of such notice, each Revolving Credit Lender shall pay to the Administrative Agent its Applicable Pro Rata Percentage of the payment then due from the Companysuch Borrower, in the same manner as provided in Section 2.05 2.02(c) with respect to Revolving Credit Loans made by such Lender (and Section 2.05 2.02(c) shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the respective Issuing Lender LC Issuer the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company applicable Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective Issuing Lender LC Issuer or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such Issuing Lenderthe LC Issuer, then to such Lenders and such Issuing Lender the LC Issuer as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an Issuing Lender the LC Issuer for any LC Disbursement (other than the funding of Base Rate Standby Loans as contemplated above) shall not constitute a Loan and shall not relieve the Company applicable Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an the Issuing Lender Bank shall make any LC Disbursement in respect of a any Letter of Credit, the Company Borrower shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent for the account of the Issuing Bank an amount in Dollars equal to such LC Disbursement not later than 12:00 noon, New York City time, on (i) the Business Day that the Company receives LC Disbursement is made if the Borrower shall have received notice of such LC Disbursement, if such notice is received prior to 10:00 a.m., New York City time, on such day, or (ii) the Business Day immediately following the day that the Company Borrower receives such notice, if such notice is not received prior to such time, provided that, if such LC Disbursement is not less than $500,000, 10:00 a.m. New York City time on the Company may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment be financed with a Base Rate Revolving Credit Loan Borrowing in an equivalent amount and, to the extent so financed, the Company’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate Revolving Credit Loan Borrowingday of receipt. If the Company 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 Company 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 Company, in the same manner as provided in Section 2.05 with respect to Revolving Credit Loans made by such Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), Borrower and the Administrative Agent shall promptly pay to the respective Issuing Lender Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective Issuing Lender Bank or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such the Issuing LenderBank, then to such Lenders and such the Issuing Lender Bank as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an the Issuing Lender Bank for any LC Disbursement shall not constitute a Loan and shall not relieve the Company Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an Issuing Lender Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company Borrower shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon2:00 P.M., New York City time, on (i) the Business Day that the Company receives notice of such LC Disbursement, if such notice is received prior to 10:00 a.m., New York City time, or (ii) the Business Day immediately following the day that later of the Company receives such notice, if such notice is not received prior to such time, provided that, if Business Day on which such LC Disbursement is not less than $500,000made and the Business Day the Borrower receives notice thereof; provided that, unless the Borrower has notified the relevant Issuing Bank and Administrative Agent that it will, and does, reimburse such LC Disbursement by the required date and time, the Company mayBorrower shall, 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 under such circumstances, that such payment be financed with a Base Rate Revolving Credit Loan Borrowing in an equivalent amount and, to the extent so financed, the CompanyBorrower’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate Revolving Credit Loan BorrowingLoan. If the Company 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 Company 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 CompanyBorrower, in the same manner as provided in Section 2.05 with respect to Revolving Credit Loans made by such Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the respective applicable Issuing Lender Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company Borrower pursuant to this paragraphSection 2.08(e), the Administrative Agent shall distribute such payment to the respective applicable Issuing Lender Bank or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph Section 2.08(e) to reimburse such the applicable Issuing LenderBank, then to such Lenders and such the Issuing Lender Bank as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an Issuing Lender for any LC Disbursement shall not constitute a Loan and shall not relieve the Company of its obligation to reimburse such LC Disbursement.

Reimbursement. If an the applicable Issuing Lender Bank shall make any LC L/C Disbursement in respect of a Letter of Credit, the Company Borrower shall reimburse such Issuing Lender in respect of such LC L/C Disbursement by paying to the Administrative Agent an amount equal to such LC L/C Disbursement in the Approved Currency in which the L/C Disbursement giving rise to such payment is denominated not later than 12:00 noon2:00 p.m., New York City timeLocal Time, on (i) the Business Day that the Company Borrower receives notice under paragraph (g) of this Section of such LC L/C Disbursement, if such notice is received on such day prior to 10:00 a.m.12:00 noon, New York City timeLocal Time, or (ii) if clause (i) does not apply, the Business Day immediately following the day that date the Company Borrower receives such notice, if such notice is not received prior to such time, ; provided that, if such LC Disbursement is not less than $500,000, that the Company Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with a Base Rate an ABR Revolving Credit Loan Borrowing Borrowing, in an equivalent amount and, to the extent so financed, the CompanyBorrower’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate ABR Revolving Credit Loan Borrowing. If the Company Borrower fails to make such payment reimburse any L/C Disbursement when due, then the Administrative Agent shall promptly notify the applicable Issuing Bank and each other Revolving Credit Facility Lender of the applicable LC L/C Disbursement, the payment then due from the Company Borrower in respect thereof and and, in the case of a Revolving Facility Lender, such Revolving Credit Lender’s Applicable Revolving Facility Percentage thereof. Promptly following receipt of such notice, each Revolving Credit Facility Lender shall pay to the Administrative Agent its Applicable Revolving Facility Percentage of the Dollar Equivalent of the payment then due from the Company, Borrower in the same manner as provided in Section 2.05 2.06 with respect to Revolving Credit Loans made by such Lender (and Section 2.05 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Facility Lenders), and the Administrative Agent shall promptly pay to the respective applicable Issuing Lender Bank the amounts so received by it from the Revolving Credit Facility Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective applicable Issuing Lender Bank or, to the extent that the Revolving Credit Facility Lenders have made payments pursuant to this paragraph to reimburse such Issuing LenderBank, then to such Lenders and such Issuing Lender Bank as their interests may appear; provided that, in the case of Alternate Currency Letters of Credit, payment to such Lenders shall be the Dollar Equivalent of the amount of the payment. Any payment made by a Revolving Credit Facility Lender pursuant to this paragraph to reimburse an Issuing Lender Bank for any LC L/C Disbursement (other than the funding of an ABR Revolving Loan or a Swingline Borrowing as contemplated above) shall not constitute a Loan and shall not relieve the Company Borrower of its obligation to reimburse such LC L/C Disbursement.

Reimbursement. If an Issuing Lender Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company Borrower shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on (i) not later than the next Business Day following the date that such LC Disbursement is made, if the Company receives Borrower shall have received notice of such LC Disbursement, if such notice is received Disbursement prior to 10:00 a.m.2:00 p.m., New York City time, or (ii) on the Business Day immediately following the day that the Company receives date such noticeLC Disbursement is made, or, if such notice is has not been received by the Borrower prior to such time on such date, then not later than 12:00 noon, New York City time, on the Business Day next following the date on which the Borrower receives such notice by such time; provided that, if such LC Disbursement is not less than $500,000, that the Company Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with an ABR Revolving Borrowing or a Base Rate Revolving Credit Loan Swingline Borrowing in an equivalent amount and, to the extent so financedsuch Issuing Bank shall have received the proceeds thereof as contemplated by Section 2.06(a), the CompanyBorrower’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate ABR Revolving Credit Loan Borrowing or Swingline Borrowing. If the Company 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 Company 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 CompanyBorrower, in the same manner as provided in Section 2.05 2.06 with respect to Revolving Credit Loans made by such Lender (and Section 2.05 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit LendersLenders pursuant to this paragraph), and the Administrative Agent shall promptly pay to the respective applicable Issuing Lender Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective applicable Issuing Lender Bank or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such Issuing LenderBank, then to such Lenders and such Issuing Lender Bank as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an any Issuing Lender 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 Company Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an Issuing Lender Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company Borrower shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to the Dollar Equivalent of such LC Disbursement not later than 12:00 noon, New York City time, on (i) the Business Day that the Company receives notice of such LC Disbursement, if such notice is received prior to 10:00 a.m., New York City time, or (ii) the Business Day immediately following the day that the Company Borrower receives such notice, if such notice is not received prior to such timetime on the day of receipt; provided, provided that, if such LC Disbursement is not less than $500,000, the Company Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with a Base Rate Revolving Credit Loan an ABR Borrowing in an equivalent amount and, to the extent so financed, the CompanyBorrower’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate Revolving Credit Loan ABR Borrowing. If the Company 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 Company 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 CompanyBorrower, in the same manner as provided in Section 2.05 2.07 with respect to Revolving Credit Loans made by such Lender (and Section 2.05 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the respective applicable Issuing Lender Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective applicable Issuing Lender Bank or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such Issuing LenderBank, then to such Lenders and such Issuing Lender Bank as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an any Issuing Lender Bank for any LC Disbursement (other than the funding of ABR Loans as contemplated above) shall not constitute a Loan and shall not relieve the Company Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an Issuing Lender Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company Borrower shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Issuing Bank, with notice of such payment given to the Administrative Agent Agent, an amount equal to such LC Disbursement in the same currency as the LC Disbursement not later than 12:00 noon4:00 p.m., New York City time, on (i) the Business Day that the Company receives notice of such LC Disbursement, if such notice is received prior to 10:00 a.m., New York City time, or (ii) the Business Day immediately following the day that the Company Borrower receives notice of such notice, if such notice is not received prior to such time, LC Disbursement; provided that, if such LC Disbursement is not less than $500,0001,000,000, the Company Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or Section 2.04 that such payment be financed with a Base Rate an ABR Revolving Credit Loan Borrowing or a Swingline Loan, in each case in an equivalent amount amount, and, to the extent so financed, the CompanyBorrower’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate ABR Revolving Credit Loan BorrowingBorrowing or Swingline Loan. If the Company 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 Company 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 CompanyBorrower, in dollars and in the same manner as provided in Section 2.05 2.06 with respect to Revolving Credit Loans made by such Lender (and Section 2.05 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit LendersLenders pursuant to this paragraph), and the Administrative Agent shall promptly pay remit to the respective applicable Issuing Lender Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective applicable Issuing Lender Bank in dollars or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such Issuing LenderBank, then to such Revolving Lenders and such Issuing Lender Bank as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an any Issuing Lender 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 Company Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an the Issuing Lender Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company Altair Engineering shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon11:00 a.m., New York City eastern time, on (i) the Business Day that the Company Altair Engineering receives notice of such LC Disbursement, if such notice is received prior to 10:00 a.m., New York City eastern time, on the day of receipt, or (ii) the Business Day immediately following the day that the Company Altair Engineering receives such notice, if such notice is not received prior to such after 10:00 a.m., eastern time, on the day of receipt; provided that, if such LC Disbursement is not less than $500,000, the Company that Altair Engineering 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 Base Rate CBFR Revolving Credit Borrowing or Swingline Loan Borrowing in an equivalent amount and, to the extent so financed, the CompanyAltair Engineering’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate CBFR Revolving Credit Loan BorrowingBorrowing or Swingline Loan. If the Company Altair Engineering 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 Company Altair Engineering in respect thereof 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 CompanyAltair Engineering, in the same manner as provided in Section 2.05 2.07 with respect to Revolving Credit Loans made by such Lender (and Section 2.05 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the respective Issuing Lender Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company Altair Engineering pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective Issuing Lender Bank or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such the Issuing LenderBank, then to such Lenders and such the Issuing Lender Bank, as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an the Issuing Lender Bank for any LC Disbursement (other than the funding of CBFR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Company Altair Engineering of its obligation to reimburse such LC Disbursement.

Reimbursement. If an Issuing Lender shall make any LC Disbursement Provided that there is positive Tax Allocation Increment in respect of a Letter of Creditthe Tax Allocation District, the Company shall reimburse such Issuing Lender properly requisitioned and invoiced Reimbursement Costs will be reimbursed in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later no more than 12:00 noon, New York City time, on (i) the Business Day that the Company receives notice of such LC Disbursement, if such notice is received prior to 10:00 a.m., New York City time, or (ii) the Business Day immediately following the day that the Company receives such notice, if such notice is not received prior to such time, provided that, if such LC Disbursement is not less than $500,000, the Company may, 25 annual payments subject to the conditions following conditions: (a) To the extent that it is available in the Tax Allocation District #8 Fund after the deduction of the Administrative Fee, Columbus shall provide funding to borrowing Developer with annual payments in the amount of up to $577,949 as set forth hereinon Schedule F for all amounts supported by an approved Requisition. Each year, request in accordance with Section 2.03 that such Developer shall provide a Requisition for any additional costs incurred since the approval of the previous Requisition and invoice for the total requested annual payment be financed with a Base Rate Revolving Credit Loan Borrowing in an equivalent amount and, to the extent so financedFinance Director. Provided, the Company’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate Revolving Credit Loan Borrowing. If the Company 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 Company 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 Companyhowever, in the event that other Tax Allocation District #8 projects are also entitled to scheduled funding in the same manner as provided in Section 2.05 with respect to Revolving Credit Loans made by such Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders)year, and the Administrative Agent funds are inadequate to make all scheduled payments after the deduction of administrative expenses, then each project shall promptly pay receive its proportionate share based on the amount its scheduled payment due that year bears to the respective Issuing Lender total amount of scheduled payments due that year for all projects. For any year in which the amounts so received by it from Tax Allocation District #8 Fund is insufficient to make the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any full annual payment from the Company pursuant to this paragraphdue Developer, the Administrative Agent a shortfall shall distribute such payment accrue to the respective Issuing Lender or, to Developer in the extent that amount of the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such Issuing Lenderdeficiency (“Accrued Shortfall.)”. (b) If an Accrued Shortfall exists at the conclusion of the nineteen (19) year schedule set forth in Exhibit F, then Developer will be allowed to such Lenders and such Issuing Lender recoup up to $577,949.00 of the Accrued Shortfall each year for up to six (6) additional years until the shortfall is satisfied. Developer will submit an annual invoice claiming the outstanding Accrued Shortfall until the Accrued Shortfall is satisfied or the expiration of six (6) years whichever occurs first. Each annual invoice to recoup an Accrued Shortfall will be treated on the same proportionate basis as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an Issuing Lender for any LC Disbursement shall not constitute a Loan and shall not relieve the Company of its obligation to reimburse such LC Disbursementall scheduled project payments due in that particular year.

Reimbursement. If an the Issuing Lender Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company Administrative Borrower shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on (i) the Business Day date that such LC Disbursement is made, if the Company receives Administrative Borrower shall have received notice of such LC Disbursement, if such notice is received Disbursement prior to 10:00 a.m., New York City time, or (ii) on such date, or, if such notice has not been received by the Administrative Borrower prior to such time on such date, then not later than 12:00 noon, New York City time, on the Business Day immediately following the day that the Company Administrative Borrower receives such notice, if such notice is not received prior to such time, ; provided that, that if such LC Disbursement is not less than $500,000US$100,000, the Company Administrative Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 2.4 that such payment be financed with a Base Rate an ABR Revolving Credit Loan Borrowing or Swingline Loan, in an equivalent amount (and if such Letter of Credit is issued in an Alternative Currency, the US Dollar Equivalent of such amount) and, to the extent so financed, the CompanyAdministrative Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate ABR Revolving Credit Loan BorrowingBorrowing or Swingline Loan. If the Company Administrative 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 Company Administrative 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 CompanyAdministrative Borrower, in the same manner as provided in Section 2.05 2.6 with respect to Revolving Credit Loans made by such Lender (and Section 2.05 2.7 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the respective Issuing Lender Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company Administrative Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective Issuing Lender Bank or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such the Issuing LenderBank, then to such Lenders and such the Issuing Lender Bank as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an the Issuing Lender 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 Company Administrative Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an the Issuing Lender shall make Bank makes any LC Disbursement payment in respect of a any Letter of Credit, the Company Borrowers shall reimburse such Issuing Lender in respect of such LC Disbursement payment by paying to the Administrative Agent Issuing Bank an amount equal to such LC Disbursement amount paid by the Issuing Bank under any Letter of Credit not later than 12:00 noon1:00 p.m. (New York, New York City time, ) on (i) the Business Day that the Company Borrower Representative receives a notice of such LC Disbursementpayment by the Issuing Bank in respect of any Letter of Credit, if such notice is received prior to 10:00 a.m.11:00 a.m. (New York, New York City time), on the day of receipt, or (ii) the Business Day immediately following the day that the Company Borrower Representative receives a notice of such noticepayment by the Issuing Bank in respect of any Letter of Credit, if such notice is not received prior to such timetime on the day of receipt; provided, provided that, if with respect to any such LC Disbursement is not less than $500,000payment owing by the Borrowers prior to the Revolving Commitment Termination Date, the Company Borrowers may, subject to the conditions to borrowing a Revolving Advance set forth hereinherein request, request in accordance with Section 2.03 2.02, request that such payment be financed with a Base Rate Revolving Credit Loan Borrowing Advance in an equivalent amount and, to the extent so financed, the Company’s Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting Base Rate Revolving Advance. In the event the Issuing Bank makes a payment pursuant to a request for draw presented under a Letter of Credit Loan Borrowing. If and such payment is not promptly reimbursed by the Company fails Borrowers as set forth above, the Issuing Bank shall give the Administrative Agent notice of the Borrowers’ failure 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 Company 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 Company, in the same manner as provided in Section 2.05 with respect to Revolving Credit Loans made by such Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), reimbursement and the Administrative Agent shall promptly pay notify each Lender of the amount necessary to reimburse the Issuing Bank. Upon such notice from the Administrative Agent, each Lender shall promptly reimburse the Issuing Bank for such Lender’s Pro Rata Share of such amount, and such reimbursement shall be deemed for all purposes of this Agreement to be a Revolving Advance to the respective Borrowers transferred at the Borrower Representative’s request to the Issuing Bank. If such reimbursement is not made by any Lender to the amounts so received by it from Issuing Bank on the Revolving Credit Lenders. Promptly following receipt same day on which the Administrative Agent notifies such Lender to make reimbursement to the Issuing Bank hereunder, such Lender shall pay interest on its Pro Rata Share thereof to the Issuing Bank at a rate per annum equal to a rate determined by the Administrative Agent of any payment from the Company pursuant to this paragraphin accordance with banking industry rules on interbank compensation. Each Borrower hereby unconditionally and irrevocably authorizes, empowers, and directs the Administrative Agent shall distribute and the Lenders to record and otherwise treat such payment reimbursements to the respective Issuing Lender or, Bank as Base Rate Advances under a Borrowing requested by the Borrowers to reimburse the Issuing Bank which have been transferred to the extent that Issuing Bank at the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such Issuing Lender, then to such Lenders and such Issuing Lender as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an Issuing Lender for any LC Disbursement shall not constitute a Loan and shall not relieve the Company of its obligation to reimburse such LC DisbursementBorrowers’ request.

Reimbursement. If an the Issuing Lender Bank shall make any LC Disbursement in respect of a Letter of CreditCredit in a Core Currency, the Company applicable Letter of Credit Applicant shall reimburse such LC Disbursement in the Core Currency in which such Letter of Credit is denominated. If the Issuing Lender Bank shall make any LC Disbursement in respect of a Letter of Credit in a Non-Core Currency, the applicable Letter of Credit Applicant shall reimburse such LC Disbursement in Dollars in an amount equal to the Issuing Bank’s all-in cost of funds in Dollars to fund such draft as determined by the Issuing Bank (each a “Dollar Reimbursement Amount”). In connection with each obligation of a Letter of Credit Applicant to pay a Dollar Reimbursement Amount under this Section 2.9(e), the Issuing Bank shall deliver to such Letter of Credit Applicant, the Parent and the Administrative Agent a written statement setting forth such Dollar Reimbursement Amount. The Issuing Bank’s determination of such Dollar Reimbursement Amount shall be conclusive absent manifest error. The Letter of Credit Applicant shall reimburse each such LC Disbursement by paying to the Administrative Agent Issuing Bank at its Applicable Payment Office an amount equal to such LC Disbursement not later than 12:00 noon4:00 p.m. (local time in the city in which such Applicable Payment Office is located) on the date that such LC Disbursement is made, New York City time, on if such Letter of Credit Applicant shall have received written notice (iby hand delivery or telecopy) the Business Day that the Company receives notice of such LC DisbursementDisbursement prior to 12:00 noon (local time in the city in which such Applicable Payment Office is located) on such date, or if such written notice is has not been received prior to 10:00 a.m., New York City time, or (ii) the Business Day immediately following the day that the Company receives by such notice, if such notice is not received Letter of Credit Applicant prior to such timetime on such date, then not later than 4:00 p.m. (local time in the city in which such Applicable Payment Office is located) on the next succeeding Business Day, provided thatthat (A) in addition to such written notice, the officers of the Administrative Agent primarily responsible for the administration of this Agreement shall, promptly after they receive notice that a draft in respect of such LC Disbursement has been presented to the Issuing Bank, use reasonable efforts to notify such Letter of Credit Applicant of such draft by telephone, provided, further, that the failure of such Letter of Credit Applicant to receive any such telephonic notice from the Administrative Agent or any officer thereof shall not in any manner affect such Letter of Credit Applicant’s obligation to reimburse such LC Disbursement in accordance with the terms of this Section, and (B) if such LC Disbursement is not less than $500,0001,000,000 (or the Dollar Equivalent thereof), the Company Parent may, subject to the conditions to of borrowing set forth herein, request in accordance with Section 2.03 2.3 that such payment be financed with a Base Rate Revolving Loan or a Swing Line Loan in the applicable Currency (Dollars in the case of a Letter of Credit Loan Borrowing issued in a Non-Core Currency) in an equivalent amount and, to the extent so financed, the Companyapplicable Letter of Credit Applicant’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate Revolving Credit Loan Borrowingor a Swing Line Loan, as applicable. If the Company Parent or the applicable Letter of Credit Applicant fails to make such payment under this subsection when due, the Issuing Bank shall notify the Administrative Agent thereof and the Administrative Agent shall then notify each Revolving Credit applicable Lender of the applicable LC Disbursement, the payment then due from the Company Parent or the applicable Letter of Credit Applicant in respect thereof and such Revolving Credit Lender’s Applicable 's Core Currency Commitment Percentage thereof. Promptly following receipt of such notice, each Revolving Credit applicable Lender shall pay to the Administrative Agent its Applicable Core Currency Commitment Percentage of the payment then due from the CompanyParent or such Letter of Credit Applicant, in the applicable Currency (Dollars in the case of a Letter of Credit issued in a Non-Core Currency) and in the same manner as provided in Section 2.05 2.3 with respect to Revolving Credit Loans made by such Lender (and Section 2.05 2.3 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the respective Issuing Lender Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company Parent or such Letter of Credit Applicant pursuant to this paragraphsubsection, the Administrative Agent shall distribute such payment to the respective Issuing Lender Bank or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph subsection to reimburse such the Issuing LenderBank, then to such Lenders and such the Issuing Lender Bank as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph subsection to reimburse an the Issuing Lender Bank for any LC Disbursement (other than the funding of Revolving Loans or Swing Line Loans as contemplated above) shall not constitute a Loan and shall not relieve the Company Parent or the applicable Letter of Credit Applicant of its obligation to reimburse such LC Disbursement.

Reimbursement. If an Issuing Lender shall make any LC Disbursement Unless otherwise provided in respect of a Letter of Creditthe Agreement, the Company following shall reimburse such Issuing Lender also apply to reimbursement requests for both Mutual Aid and Automatic Aid: a. Mutual Aid and Automatic Aid for all fire based services shall be provided without expectation of reimbursement for the first twelve (12) hours of response. Should the Responding Agency remain on an incident in respect excess of such LC Disbursement by paying twelve (12) hours, reimbursement shall be calculated from the time of the request to the Administrative Agent Responding Agency. b. In regards to an amount equal to such LC Disbursement not later incident that lasts longer than 12:00 noontwelve (12) hours, New York City time, on (i) the Business Day that the Company receives notice of such LC Disbursement, if such notice is received prior to 10:00 a.m., New York City time, or (ii) the Business Day immediately following the day that the Company receives such notice, if such notice is not received prior to such time, provided that, if such LC Disbursement is not less than $500,000, the Company may, subject to the conditions to borrowing set forth herein, request reimbursement shall be invoiced and paid in accordance with Section 2.03 the reimbursement rates established in the AOP. On multi-jurisdictional incidents and/or incidents that such payment threaten both jurisdictions, the Agencies agree to jointly develop a cost-share agreement which details a fair distribution of the financial responsibilities of the incident. c. Reimbursement Rates will be financed calculated as follows: 1. Equipment—Responding Agency’s current equipment rate schedule attached in the AOP. 2. Personnel—Actual personnel costs based on backfill and/or callback rates for line personnel and actual costs for overhead personnel with supporting documentation. While actual personnel rates will be billed, an example of current personnel rates is in the attached AOP for demonstrative purposes only. 3. All equipment and personnel rates will be rounded to the nearest ¼ hour. 4. Billing will include all documentation of times and rates. d. On incidents where costs are incurred pursuant to the terms of this agreement, the Responding Agency shall submit a Base Rate Revolving Credit Loan Borrowing xxxx or estimate for reimbursement as soon as possible, but no later than one hundred twenty (120) days after the incident. If the total cost is not known at the time of initial billing or if additional costs are identified thereafter, additional invoices may be submitted for payment. Payment on the invoice shall be made within sixty (60) days. The parties understand that if this Agreement is in an equivalent effect, FEMA may not reimburse the Responding Agency for the aid services provided pursuant to this Agreement. e. Billing deadlines set forth herein are intended to encourage prompt billing. Failure to meet these timeframes shall not be construed as a release or waiver of claims for reimbursement against the other agency. f. A separate invoice will be submitted for each incident. Invoices will be identified by incident name, location, jurisdictional unit, and appropriate order number, and will be supported by adequate documentation and broken down by categories (direct, support, air, and retardant). Invoices for fire based emergencies will not include administrative overhead or other costs not supported by a resource order. Documentation in support of the billing will include: - Invoice with total amount andrequested - Narrative Cover Letter - Incident Cost Summaries - Copies of Resource Orders and other supporting documentation - Copies of applicable Cost Share Agreements In no circumstances will either agency agree to or pay incident charges on behalf of the other agency without first obtaining express written permission of the other agency. g. If reimbursement is allowable under Mutual Aid, as a result of a declaration of disaster, grant, and/or cost recovery, reimbursement for personnel, apparatus and support equipment shall cover the entire time of commitment, beginning from the time of initial dispatch from the Responding Party’s home base, to the extent so financedtime of return to the home base. Events that are cost recoverable and/or payable through State or Federal Funding, the Company’s obligation to make such payment or from third parties determined responsible shall be discharged and replaced by the resulting Base Rate Revolving Credit Loan Borrowing. If the Company 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 Company 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 Company, in the same manner as provided in Section 2.05 with respect to Revolving Credit Loans made by such Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the respective Issuing Lender the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective Issuing Lender or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such Issuing Lender, then to such Lenders and such Issuing Lender as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an Issuing Lender for any LC Disbursement shall not constitute a Loan and shall not relieve the Company of its obligation to reimburse such LC Disbursementreimbursable.

Reimbursement. If an Issuing Lender Bank shall make any LC Letter of Credit Disbursement in respect of a Letter of Credit, the Company shall reimburse such Issuing Lender in respect Letter of such LC Credit Disbursement by paying to the Administrative Agent an amount equal to such LC Letter of Credit Disbursement not later than 12:00 noon2:30 p.m., New York City time, on the date that such Letter of Credit Disbursement is made, if Company shall have received notice of such Letter of Credit Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by Company prior to such time on such date, then not later than 2:30 p.m., New York City time, on (i) the Business Day that the Company receives notice of such LC Disbursementnotice, 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 Company receives such notice, if such notice is not received prior to such timetime on the day of receipt; provided, provided that, if such LC Disbursement is not less than $500,000, the Company may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 2.3 or Section 2.5 that such payment be financed with a Revolving Loan that is a Base Rate Revolving Credit Loan Borrowing or a Swing Line Loan in an equivalent amount and, to the extent so financed, the Company’s 's obligation to make such payment shall be discharged and replaced by the resulting Base Rate Revolving Credit Loan Borrowingor Swing Line Loan. If the Company fails to make such payment when due, the Administrative Agent shall notify each Revolving Credit Lender of the applicable LC Letter of Credit Disbursement, the payment then due from the Company in respect thereof and such Revolving Credit Lender’s Applicable Percentage 's Pro Rata Share thereof. Promptly following Following receipt of such notice, each Revolving Credit Lender shall pay to the Administrative Agent its Applicable Percentage Pro Rata Share of the payment then due from the Company, in the same manner as provided in Section 2.05 2.5 with respect to Revolving Credit Loans made by such Lender (and Section 2.05 2.5 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the respective Issuing Lender Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective Issuing Lender Bank or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such Issuing LenderBank, then to such Lenders and such Issuing Lender Bank as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an Issuing Lender Bank for any LC Letter of Credit Disbursement (other than the funding of Revolving Loans as contemplated above) shall not constitute a Loan and shall not relieve the Company of its obligation to reimburse such LC Letter of Credit Disbursement.

Reimbursement. If an the Issuing Lender shall make any LC Disbursement in respect of a Letter of Credit, the Company shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Company shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by the Company prior to such time on such date, then not later than 12:00 noon, New York City time, on (i) the Business Day that the Company receives notice of such LC Disbursementnotice, 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 Company receives such notice, if such notice is not received prior to such time, time on the day of receipt; provided that, if such LC Disbursement is not less than $500,000100,000, the Company may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 2.01 or 2.06 that such payment be financed with a Base Rate an Revolving Credit Loan Borrowing or a Swingline Loan in an equivalent amount and, to the extent so financed, the Company’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate Revolving Credit Loan Borrowingor Swingline Loan. If the Company 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 Company in respect thereof and such Revolving Credit Lender’s Applicable Percentage Commitment Proportion thereof. Promptly following receipt of such notice, each Revolving Credit Lender shall pay to the Administrative Agent its Applicable Percentage Commitment Proportion of the payment then due from the Company, in the same manner as provided in Section 2.05 3.11 with respect to Revolving Credit Loans made by such Lender (and Section 2.05 3.11 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the respective Issuing Lender the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective Issuing Lender or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such the Issuing Lender, then to such Lenders and such the Issuing Lender as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an the Issuing Lender for any LC Disbursement (other than the funding of an Revolving Credit Loan or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Company of its obligation to reimburse such LC Disbursement.

Reimbursement. If an the Issuing Lender Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company Borrowers shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon11:00 a.m., New York City Chicago time, on (i) the Business Day that the Company Borrower Representative receives notice of such LC Disbursement, if such notice is received prior to 10:00 9:00 a.m., New York City Chicago time, on the day of receipt, or (ii) the Business Day immediately following the day that the Company Borrower Representative receives such notice, if such notice is not received prior to such after 9:00 a.m., Chicago time, on the day of receipt; provided that, if such LC Disbursement is not less than $500,000, that the Company Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment be financed with a Base Rate an ABR Revolving Credit Loan Borrowing in an equivalent amount and, to the extent so financed, the Company’s Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting Base Rate ABR Revolving Credit Loan Borrowing. If the Company fails Borrowers fail 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 Company Borrowers in respect thereof 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 CompanyBorrowers, in the same manner as provided in Section 2.05 2.07 with respect to Revolving Credit Loans made by such Lender (and Section 2.05 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the respective Issuing Lender Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective Issuing Lender Bank or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such the Issuing LenderBank, then to such Lenders and such the Issuing Lender Bank, as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an the Issuing Lender Bank for any LC Disbursement (other than the funding of ABR Revolving Loans as contemplated above) shall not constitute a Loan and shall not relieve the Company Borrowers of its their obligation to reimburse such LC Disbursement.

Reimbursement. If an the applicable Issuing Lender Bank shall make any LC L/C Disbursement in respect of a Letter of Credit, the Company Borrower shall reimburse such Issuing Lender in respect of such LC L/C Disbursement by paying to the Administrative Agent an amount equal to such LC L/C Disbursement in the Approved Currency in which the L/C Disbursement giving rise to such payment is denominated not later than 12:00 noon2:00 p.m., New York City timeLocal Time, on (i) the Business Day that the Company Borrower receives notice under paragraph (g) of this Section of such LC L/C Disbursement, if such notice is received on such day prior to 10:00 a.m.12:00 noon, New York City timeLocal Time, or (ii) if clause (i) does not apply, the Business Day immediately following the day that date the Company Borrower receives such notice, if such notice is not received prior to such time, ; provided that, if such LC Disbursement is not less than $500,000, that the Company Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with a Base Rate an ABR Revolving Credit Loan Borrowing Borrowing, in an equivalent amount and, to the extent so financed, the CompanyBorrower’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate ABR Revolving Credit Loan Borrowing. If the Company Borrower fails to make such payment reimburse any L/C Disbursement when due, then the Administrative Agent shall promptly notify the applicable Issuing Bank and each other Revolving Credit Facility Lender of the applicable LC L/C Disbursement, the payment then due from the Company Borrower in respect thereof and and, in the case of a Revolving Facility Lender, such Revolving Credit Lender’s Applicable Revolving Facility Percentage thereof. Promptly following receipt of such notice, each Revolving Credit Facility Lender shall pay to the Administrative Agent its Applicable Revolving Facility Percentage of the Dollar Equivalent of the payment then due from the Company, Borrower in the same manner as provided in Section 2.05 2.06 with respect to Revolving Credit Loans made by such Lender (and Section 2.05 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Facility Lenders), and the Administrative Agent shall promptly pay to the respective applicable Issuing Lender Bank the amounts so received by it from the Revolving Credit Facility Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective applicable Issuing Lender Bank or, to the extent that the Revolving Credit Facility Lenders have made payments pursuant to this paragraph to reimburse such Issuing LenderBank, then to such Lenders and such Issuing Lender Bank as their interests may appear; provided that, in the case of Alternate Currency Letters of Credit, payment to such Lenders shall be in the Dollar Equivalent of the amount of the payment. Any payment made by a Revolving Credit Facility Lender pursuant to this paragraph to reimburse an Issuing Lender Bank for any LC L/C Disbursement (other than the funding of an ABR Revolving Loan or a Swingline Borrowing as contemplated above) shall not constitute a Loan and shall not relieve the Company Borrower of its obligation to reimburse such LC L/C Disbursement.

Reimbursement. If an Issuing Lender Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company Borrower shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement in Dollars not later than 12:00 noon2:00 p.m., New York City time, time (A) on (i) the next succeeding Business Day that if the Company Borrower receives notice of such LC Disbursement, if such notice is received prior to 10:00 a.m.Disbursement on or before 12:00 p.m., New York City time, time on the day of such LC Disbursement or (iiB) on the second succeeding Business Day immediately following if the Borrower receive notice of such LC Disbursement after 12:00 p.m., New York City time on the day that the Company receives of such notice, if such notice is not received prior to such time, LC Disbursement; provided that, if such LC Disbursement is denominated in Dollars and is not less than $500,000100,000 (or such lesser amount as reasonably agreed to by the Administrative Agent), the Company Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or Section 2.04 that such payment be financed with a Base Rate an ABR Revolving Credit Loan Borrowing or a Swingline Loan, in each case in an equivalent amount amount, and, to the extent so financed, the CompanyBorrower’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate ABR Revolving Credit Loan BorrowingBorrowing or Swingline Loan. If the Company 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 Company 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 Total Revolving Commitment of the payment then due from the CompanyBorrower, in Dollars and in the same manner as provided in Section 2.05 2.06 with respect to Revolving Credit Loans made by such Lender (and Section 2.05 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit LendersLenders pursuant to this paragraph), and the Administrative Agent shall promptly pay remit to the respective applicable Issuing Lender Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective applicable Issuing Lender Bank or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such Issuing LenderBank, then to such Revolving Lenders and such Issuing Lender Bank as their interests may appear. Any payment made by a Revolving Credit Lender or the Swingline Lender pursuant to this paragraph to reimburse an any Issuing Lender Bank for any LC Disbursement (other than the funding of an ABR Revolving Loan or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Company Borrower of its obligation to reimburse such LC Disbursement. For the avoidance of doubt, all distributions under this Section 2.05(h) shall be made to each Lender with a Revolving Commitment pro rata based on each such Lender’s Applicable Percentage of the Total Revolving Commitments without regard to the Class of the Revolving Commitments held by such Lender.

Reimbursement. If an any Issuing Lender Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Company shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by the Company prior to such time on such date, then not later than 12:00 noon, New York City time, on (i) the Business Day that the Company receives notice of such LC Disbursementnotice, 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 Company receives such notice, if such notice is not received prior to such time, time on the day of receipt; provided that, if such LC Disbursement is not less than $500,0001,000,000, the Company may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with a Base Rate an ABR Revolving Credit Borrowing or Swingline Loan Borrowing in an equivalent amount and, to the extent so financed, the Company’s 's obligation to make such payment shall be discharged and replaced by the resulting Base Rate ABR Revolving Credit Loan BorrowingBorrowing or Swingline Loan. If the Company 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 Company in respect thereof and such Revolving Credit Lender’s '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 Companyapplicable LC Disbursement, in the same manner as provided in Section 2.05 2.06 with respect to Revolving Credit Loans made by such Lender (and Section 2.05 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 applicable Issuing Lender Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective such Issuing Lender Bank or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such Issuing LenderBank, then to such Lenders and such the Issuing Lender Bank as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an Issuing Lender 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 Company of its obligation to reimburse such LC Disbursement.

Reimbursement. If an the Issuing Lender Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company Borrower shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on (i) the Business Day that the Company Borrower receives notice of such LC Disbursement, 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 Company Borrower receives such notice, if such notice is not received prior to such after 10:00 a.m., New York time, on the day of receipt; provided that, if such LC Disbursement is not less than $500,000, the Company 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 Base Rate an ABR Revolving Credit Borrowing or Swingline Loan Borrowing in an equivalent amount and, to the extent so financed, the CompanyBorrower’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate ABR Revolving Credit Loan BorrowingBorrowing or Swingline Loan. If the Company Borrower fails to make or otherwise discharge such payment when due, the Administrative Agent shall notify each Revolving Credit Lender of the applicable LC Disbursement, the payment then due from the Company Borrower in respect thereof 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 CompanyBorrower, in the same manner as provided in Section 2.05 2.07 with respect to Revolving Credit Loans made by such Lender (and Section 2.05 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the respective Issuing Lender Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective Issuing Lender Bank or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such the Issuing LenderBank, then to such Lenders and such the Issuing Lender Bank, as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an the Issuing Lender 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 Company Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an the Issuing Lender Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company Borrower shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon11:00 a.m., New York City Eastern time, on (i) the Business Day that the Company Borrower receives notice of such LC Disbursement, if such notice is received prior to 10:00 9:00 a.m., New York City Eastern time, on the day of receipt, or (ii) the Business Day immediately following the day that the Company Borrower receives such notice, if such notice is not received prior to such after 9:00 a.m., Eastern time, on the day of receipt; provided that, if such LC Disbursement is not less greater than $500,000or equal to the Issuing Bank Sublimit, the Company 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 Base Rate CBFR Revolving Credit Loan Borrowing in an equivalent amount and, to the extent so financed, the CompanyBorrower’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate CBFR Revolving Credit Loan Borrowing. If the Company 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 Company Borrower in respect thereof 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 CompanyBorrower, in the same manner as provided in Section 2.05 2.07 with respect to Revolving Credit Loans made by such Lender (and Section 2.05 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the respective Issuing Lender Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective Issuing Lender Bank or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such the Issuing LenderBank, then to such Lenders and such the Issuing Lender Bank, as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an the Issuing Lender Bank for any LC Disbursement (other than the funding of CBFR Revolving Loans as contemplated above) shall not constitute a Loan and shall not relieve the Company Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an any Issuing Lender shall make any LC Disbursement in respect of a Letter of Credit, the Company shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than (i) 12:00 noon, New York City time, on (i) the Business Day date that such LC Disbursement is made, if the Company receives shall have received notice of such LC Disbursement, if such notice is received 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 Company prior to 10:00 a.m., New York City time, on the date that such LC Disbursement is made, then not later than 12:00 noon, New York City time, on the Business Day immediately following the day that the Company receives such notice, if such notice is not received prior to such time, ; provided that, if such LC Disbursement is not less than $500,000the minimum borrowing amount, the Company may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment be financed with a an Alternate Base Rate Revolving Credit Loan Borrowing or Federal Funds Rate Loan in an equivalent amount and, to the extent so financed, the Company’s obligation to make such payment shall be discharged and replaced by the resulting Alternate Base Rate Revolving Credit Loan Borrowingor Federal Funds Rate Loan. If the Company 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 Company in respect thereof and such Revolving Credit Lender’s Applicable Revolver Percentage thereof. Promptly following receipt of such notice, each Revolving Credit such Lender shall pay to the Administrative Agent its Applicable Revolver Percentage of the payment then due from LC Disbursement not reimbursed by the Company, in the same manner as provided in Section 2.05 2.01 with respect to Conventional Revolving Credit Loans made by such Lender (and Section 2.05 2.02 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit such Lenders), and the Administrative Agent shall promptly pay to the respective applicable Issuing Lender the amounts so received by it from the Revolving Credit such Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective applicable Issuing Lender or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such Issuing Lender, then to such Lenders and such Issuing Lender as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an Issuing Lender for any LC Disbursement (other than the funding of Alternate Base Rate Loans or Federal Funds Rate Loans as contemplated above) shall not constitute a Loan and shall not relieve the Company of its obligation to reimburse such LC Disbursement.

Reimbursement. If an any Issuing Lender Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the U.S. Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon1:00 p.m., New York City time, on (i) the Business Day date that such LC Disbursement is made, if the Company receives shall have received notice of such LC Disbursement, if such notice is received Disbursement prior to 10:00 a.m., New York City time, or (ii) on such date, or, if such notice has not been received by the Company 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 Company receives such notice, if such notice is not received prior to such time, ; provided that, if such LC Disbursement is not less than $500,000US$10,000, the Company may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with a Base Rate an ABR U.S. Revolving Credit Borrowing or Swingline Loan Borrowing in an equivalent amount and, to the extent so financed, the Company’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate ABR U.S. Revolving Credit Loan BorrowingBorrowing or Swingline Loan. If the Company fails to make such payment when due, the U.S. Administrative Agent shall notify each Revolving Credit U.S. Lender of the applicable LC Disbursement, the payment then due from the Company in respect thereof and such Revolving Credit U.S. Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Credit U.S. Lender shall pay to the U.S. Administrative Agent its Applicable Percentage of the payment then due from the Company, in the same manner as provided in Section 2.05 2.06 with respect to U.S. Revolving Credit Loans made by such U.S. Lender (and Section 2.05 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit U.S. Lenders), and the U.S. Administrative Agent shall promptly pay to the respective applicable Issuing Lender Bank the amounts so received by it from the Revolving Credit U.S. Lenders. Promptly following receipt by the U.S. Administrative Agent of any payment from the Company pursuant to this paragraph, the U.S. Administrative Agent shall distribute such payment to the respective applicable Issuing Lender Bank or, to the extent that the Revolving Credit U.S. Lenders have made payments pursuant to this paragraph to reimburse such the applicable Issuing LenderBank, then to such U.S. Lenders and such Issuing Lender Bank as their interests may appear. Any payment made by a Revolving Credit U.S. Lender pursuant to this paragraph to reimburse an Issuing Lender Bank for any LC Disbursement (other than the funding of ABR U.S. Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a U.S. Revolving Loan and shall not relieve the Company of its obligation to reimburse such LC Disbursement.

Reimbursement. If an the Issuing Lender Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company Borrower shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon11:00 a.m., New York City Chicago time, on (i) the Business Day that the Company Borrower receives notice of such LC Disbursement, if such notice is received prior to 10:00 9:00 a.m., New York City Chicago time, on the day of receipt, or (ii) the Business Day immediately following the day that the Company Borrower receives such notice, if such notice is not received prior to such after 9:00 a.m., Chicago time, on the day of receipt; provided that, if such LC Disbursement is not less than $500,000, the Company 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 Base Rate Revolving Credit Loan Borrowing in an equivalent amount and, to the extent so financed, the CompanyBorrower’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate Revolving Credit Loan Borrowing. If the Company 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 Company Borrower in respect thereof 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 CompanyBorrower, in the same manner as provided in Section 2.05 2.07 with respect to Revolving Credit Loans made by such Lender (and Section 2.05 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the respective Issuing Lender Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective Issuing Lender Bank or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such the Issuing LenderBank, then to such Lenders and such the Issuing Lender Bank, as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an the Issuing Lender Bank for any LC Disbursement (other than the funding of Revolving Loans as contemplated above) shall not constitute a Loan and shall not relieve the Company Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an the Issuing Lender Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company Borrower shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 (noon), New York City time, on (i) the Business Day that the Company Borrower receives notice of such LC Disbursement, 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 Company Borrower receives such notice, if such notice is not received prior to such time, time on the day of receipt; provided that, that ,if such LC Disbursement is not less than $500,0001,000,000, the Company 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 Base Rate an ABR Revolving Credit Loan Borrowing in an equivalent amount and, to the extent so financed, the Company’s Borrower's obligation to make such payment shall be discharged and replaced by the resulting Base Rate ABR Revolving Credit Loan Borrowing. If the Company Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Credit Lender Bank of the applicable LC Disbursement, the payment then due from the Company Borrower in respect thereof and such Revolving Credit Lender’s Bank's Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Credit Lender Bank shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the CompanyBorrower, in the same manner as provided in Section 2.05 2.02 with respect to Revolving Credit Loans made by such Lender Bank (and Section 2.05 2.02 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit LendersBanks), and the Administrative Agent shall promptly pay to the respective Issuing Lender Bank the amounts so received by it from the Revolving Credit LendersBanks. Promptly following receipt by the Administrative Agent of any payment from the Company Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective Issuing Lender Bank or, to the extent that the Revolving Credit Lenders Banks have made payments pursuant to this paragraph to reimburse such the Issuing LenderBank, then to such Lenders Banks and such the Issuing Lender Bank as their interests may appear. Any payment made by a Revolving Credit Lender Bank pursuant to this paragraph to reimburse an the Issuing Lender Bank for any LC Disbursement (other than the funding of ABR Revolving Loans as contemplated above) shall not constitute a Loan and shall not relieve the Company Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an the Issuing Lender Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company Borrower shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon11:00 a.m., New York City time, on (i) the Business Day that the Company Borrower receives notice of such LC Disbursement, if such notice is received prior to 10:00 9:00 a.m., New York City time, on the day of receipt, or (ii) the Business Day immediately following the day that the Company Borrower receives such notice, if such notice is not received prior to such after 9:00 a.m., New York City time, on the day of receipt; provided that, if such LC Disbursement is not less greater than or equal to $500,0001,000,000, the Company 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 Base Rate Revolving Credit Loan an ABR Borrowing in an equivalent amount and, to the extent so financed, the CompanyBorrower’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate Revolving Credit Loan ABR Borrowing. If the Company 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 Company Borrower in respect thereof 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 CompanyBorrower, in the same manner as provided in Section 2.05 2.07 with respect to Revolving Credit Loans made by such Lender (and Section 2.05 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the respective Issuing Lender Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective Issuing Lender Bank or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such the Issuing LenderBank, then to such Lenders and such the Issuing Lender Bank, as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an the Issuing Lender Bank for any LC Disbursement (other than the funding of ABR Loans as contemplated above) shall not constitute a Loan and shall not relieve the Company Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an the Issuing Lender Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent in the currency of such LC Disbursement an amount equal to such LC Disbursement Disbursement, not later than 12:00 noon1:00 p.m., New York City time, on the date that such LC Disbursement is made, if the Company shall have received notice of such LC Disbursement prior to 11:00 a.m., New York City time, on such date, or, if such notice has not been received by the Company prior to such time on such date, then not later than 1:00 p.m., New York City time, on (iA) the Business Day that the Company receives notice of such LC Disbursementnotice, if such notice is received prior to 10:00 11:00 a.m., New York City time, on the day of receipt, or (iiB) the Business Day immediately following the day that the Company receives such notice, if such notice is not received prior to such time, provided that, if such LC Disbursement is not less than $500,000, time on the Company may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment be financed with a Base Rate Revolving Credit Loan Borrowing in an equivalent amount and, to the extent so financed, the Company’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate Revolving Credit Loan Borrowingday of receipt. If the Company fails to make such payment when duedue then, upon notice from the applicable Issuing Bank to the Company and the Administrative Agent, (i) if the applicable Letter of Credit is denominated in a Designated Foreign Currency, the Company’s obligation to reimburse such LC Disbursement shall be converted into an obligation in US Dollars in such amount as the Administrative Agent shall determine would be required, based on current exchange rates, to enable it to purchase an amount of such Designated Foreign Currency equal to the amount of such LC Disbursement, and (ii) the Administrative Agent shall notify each Revolving Credit Lender of the applicable LC Disbursement, the payment then due from the Company in respect thereof and such Revolving Credit Lender’s Applicable Percentage Percentage, thereof. Promptly following receipt of such notice, each Revolving Credit Lender shall pay to the Administrative Agent in US Dollars its Applicable Percentage of the payment then due from the Company, Company in the same manner as provided in Section 2.05 2.06 with respect to Revolving Credit Loans made by such Revolving Lender (and Section 2.05 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 applicable Issuing Lender Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective Issuing Lender Bank or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such the Issuing LenderBank, then to such Revolving Lenders and such the Issuing Lender Bank as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an the Issuing Lender Bank for any LC Disbursement shall not constitute a Loan and shall not relieve the Company of its obligation to reimburse such LC Disbursement.

Reimbursement. If an the Issuing Lender Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company Borrower shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon1:00 p.m., New York City eastern time, on (i) the Business Day that the Company Borrower receives notice of such LC Disbursement, if such notice is received prior to 10:00 9:00 a.m., New York City eastern time, on the day of receipt, or (ii) the Business Day immediately following the day that the Company Borrower receives such notice, if such notice is not received prior to such after 9:00 a.m., eastern time, on the day of receipt; provided that, if such LC Disbursement is not less than $500,000, that the Company 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 Base Rate an ABR Revolving Credit Loan Borrowing in an equivalent amount and, to the extent so financed, the CompanyBorrower’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate ABR Revolving Credit Loan Borrowing. If the Company 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 Company Borrower in respect thereof 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 CompanyBorrower, in the same manner as provided in Section 2.05 with respect to Revolving Credit Loans made by such Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the respective Issuing Lender Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective Issuing Lender Bank or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such the Issuing LenderBank, then to such Lenders and such the Issuing Lender Bank, as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an the Issuing Lender Bank for any LC Disbursement (other than the funding of ABR Revolving Loans as contemplated above) shall not constitute a Loan and shall not relieve the Company Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an the Issuing Lender Bank shall make any LC Disbursement disbursement in respect of a Letter of Credit, the Company shall Borrowers jointly and severally agree to reimburse such Issuing Lender in respect of such LC Disbursement disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement disbursement not later than 12:00 noon, New York City time, on the date that such disbursement is made, if the Borrowers shall have received notice of such disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by the Borrowers prior to such time on such date, then not later than 12:00 noon, New York City time, on (i) the Business Day that the Company receives notice of Borrowers receive such LC Disbursementnotice, 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 Company receives Borrowers receive such notice, if such notice is not received prior to such time, time on the day of receipt; provided that, if such LC Disbursement is not less than $500,000, that the Company 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 to have requested that such payment be financed with a an Base Rate Revolving Credit Loan Borrowing Advance in an equivalent amount and, to the extent so financed, the Company’s Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting Base Rate Revolving Credit Loan BorrowingAdvance. If the Company fails Borrowers fail to make such payment when due, the Administrative Agent shall notify each Revolving Credit Lender of the applicable LC Disbursementdisbursement, the payment then due from the Company Borrowers in respect thereof and such Revolving Credit Lender’s Applicable Percentage Pro Rata Share thereof. Promptly following receipt of such notice, each Revolving Credit Lender shall pay to the Administrative Agent its Applicable Percentage Pro Rata Share of the payment then due from the CompanyBorrowers, in the same manner as provided in Section 2.05 2.02 with respect to Revolving Credit Loans Advances made by such Lender (and Section 2.05 2.02 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the respective Issuing Lender Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt If such reimbursement is not made by any Lender to the Issuing Bank on the same day on which the Issuing Bank shall have made payment on any such draw, such 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 Company pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective Issuing Lender or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such Issuing Lender, then to such Lenders and such Issuing Lender as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an Issuing Lender for any LC Disbursement shall not constitute a Loan and shall not relieve the Company of its obligation to reimburse such LC Disbursementin accordance with banking industry rules on interbank compensation.

Reimbursement. If an the Issuing Lender Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company Borrower shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on (i) the Business Day date that such LC Disbursement is made, if the Company receives Borrower shall have received notice of such LC Disbursement, if such notice is received Disbursement prior to 10:00 a.m., New York City time, or (ii) on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 12:00 noon, New York City time, on the Business Day immediately following the day that the Company Borrower receives such notice, if such notice is not received prior to such time, ; provided that, if such LC Disbursement is not less than $500,000, that the Company Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with a Base Rate an ABR Revolving Credit Borrowing or Swingline Loan Borrowing in an equivalent amount and, to the extent so financed, the Company’s Borrower's obligation to make such payment shall be discharged and replaced by the resulting Base Rate ABR Revolving Credit Loan BorrowingBorrowing or Swingline Loan. If the Company 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 Company Borrower in respect thereof and such Revolving Credit Lender’s '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 CompanyBorrower, in the same manner as provided in Section 2.05 2.06 with respect to Revolving Credit Loans made by such Lender (and Section 2.05 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 Lender Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective Issuing Lender Bank or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such the Issuing LenderBank, then to such Lenders and such the Issuing Lender Bank as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an the Issuing Lender 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 Company Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an Issuing Lender Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company Borrower shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent in Dollars an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on (i) the Business Day that the Company Borrower receives notice of such LC Disbursementnotice, if such notice is received prior to 10:00 a.m., a.m. (New York City time), on the day of receipt or (ii) the Business Day immediately following the day that the Company Borrower receives such notice, if such notice is not received prior to such time, time on the day of receipt; provided that, if such LC Disbursement is not less than $500,000that unless the Borrower elects otherwise, the Company mayBorrower shall be deemed, subject to the conditions to borrowing set forth herein, request to have requested in accordance with Section 2.03 2.2 or 2.3 that such payment be financed with a Revolving Loans that are Base Rate Revolving Credit Loans or, if such amount is less than $1,000,000, Swing Line Loan Borrowing in an equivalent amount of such unreimbursed drawing and, to the extent so financed, the CompanyBorrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Loans that are Base Rate Revolving Credit Loan BorrowingLoans or Swing Line Loan. If the Company Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Credit Lender of the applicable LC Disbursementdrawing, the payment then due from the Company Borrower in respect thereof and such Revolving Credit Lender’s Applicable Percentage Pro Rata Share thereof. Promptly following receipt of such notice, each Revolving Credit Lender shall pay to the Administrative Agent its Applicable Percentage Pro Rata Share of the payment then due from the CompanyBorrower, in the same manner as provided in Section 2.05 2.2 with respect to Revolving Credit Loans made by such Revolving Lender (and Section 2.05 2.2 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the respective relevant Issuing Lender Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective relevant Issuing Lender Bank or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such Issuing LenderBank, then to such Lenders and such Issuing Lender Bank as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an Issuing Lender Bank for any LC Disbursement unreimbursed drawing (other than the funding of Revolving Loans or a Swing Line Loan as contemplated above) shall not constitute a Loan and shall not relieve the Company Borrower of its obligation to reimburse such LC Disbursementdrawing.

Reimbursement. If an the Issuing Lender Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent an the amount equal to of such LC Disbursement, not later than 1:00 p.m., Chicago time, on the date that such LC Disbursement is made, if the Company shall have received notice of such LC Disbursement prior to 11:00 a.m., Chicago time, on such date, or, if such notice has not been received by the Company prior to such time on such date, then not later than 12:00 noon1:00 p.m., New York City Chicago time, on (i) the Business Day that the Company receives notice of such LC Disbursementnotice, if such notice is received prior to 10:00 11:00 a.m., New York City Chicago time, on the day of receipt, or (ii) the Business Day immediately following the day that the Company receives such notice, if such notice is not received prior to such time, time on the day of receipt; provided that, if such LC Disbursement is not less than $500,000, that the 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 a Base Rate an ABR Revolving Credit Borrowing or Swingline Loan Borrowing in an equivalent the amount of such LC Disbursement and, to the extent so financed, the Company’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate ABR Revolving Credit Loan BorrowingBorrowing or Swingline Loan. If the Company 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 Company in respect thereof and such Revolving Credit Lender’s Applicable Revolving Credit Percentage thereof. Promptly following receipt of such notice, each Revolving Credit Lender shall pay to the Administrative Agent its Applicable Revolving Credit Percentage of the payment then due from the Company, in the same manner as provided in Section 2.05 2.07 with respect to Revolving Credit Loans made by such Revolving Lender (and Section 2.05 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the respective Issuing Lender Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective Issuing Lender Bank or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such the Issuing LenderBank, then to such Revolving Lenders and such the Issuing Lender Bank as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an the Issuing Lender 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 Company of its obligation to reimburse such LC Disbursement.

Reimbursement. If an any Issuing Lender Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company Borrower shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on (i) the Business Day that the Company receives notice of such LC Disbursement, if such notice is received prior to 10:00 a.m., New York City time, or (ii) the second Business Day immediately following the day that the Company Borrower receives such notice, if such notice is not received prior to such time, provided that, if that such LC Disbursement is made (or, if the Borrower receives such notice after 12:00 noon, New York City time, on the third Business Day immediately following the day that the Borrower receives such notice); provided that (whether or not less than $500,000, the Company may, subject to the conditions of Section 4.1 and 4.2 are satisfied) the Borrower shall have the absolute and unconditional right to borrowing set forth herein, request in accordance with Section 2.03 require that such payment be financed with a Base Rate an ABR Revolving Credit Loan Borrowing in an equivalent amount and, to the extent so financed, the CompanyBorrower’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate ABR Revolving Credit Loan Borrowing. If the Company 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 Revolving Credit Lender of the applicable LC Disbursement, the payment then due from the Company 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 CompanyBorrower, in the same manner as provided in Section 2.05 2.9 with respect to Revolving Credit Loans made by such Lender (and Section 2.05 2.9 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the respective applicable Issuing Lender Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective applicable Issuing Lender Bank or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such Issuing LenderBank, then to such Revolving Credit Lenders and such Issuing Lender Bank as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an any Issuing Lender Bank for any LC Disbursement (other than the funding of ABR Revolving Credit Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Company Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an the Issuing Lender Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement Disbursement, not later than 12:00 noon, New York City time1:00 p.m. Local Time, on (i) the Business Day date that such LC Disbursement is made, if the Company receives shall have received notice of such LC DisbursementDisbursement prior to 11:00 a.m. Local Time, on such date, or, if such notice is has not been received by the Company prior to 10:00 a.m.such time on such date, New York City timethen not later than 1:00 p.m. Local Time, or (ii) on the Business Day immediately following the day that the Company receives such notice, if such notice is not received prior to such time, provided that, if such LC Disbursement is not less than $500,000, time on the Company may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment be financed with a Base Rate Revolving Credit Loan Borrowing in an equivalent amount and, to the extent so financed, the Company’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate Revolving Credit Loan Borrowingday of receipt. If the Company fails to make such payment when duedue then, upon notice from the applicable Issuing Bank to the Company and the Administrative Agent, the Administrative Agent shall notify each Revolving Credit Multicurrency Lender of the applicable LC Disbursement, the payment then due from the Company in respect thereof and such Revolving Credit Lender’s Applicable Percentage Multicurrency Commitment Percentage, thereof. Promptly following receipt of such notice, each Revolving Credit Multicurrency Lender shall pay to the Administrative Agent its Applicable Multicurrency Commitment Percentage of the payment then due from the Company, Company in the same manner as provided in Section 2.05 2.06 with respect to Revolving Credit Loans made by such Multicurrency Lender (and Section 2.05 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Multicurrency Lenders), and the Administrative Agent shall promptly pay to the respective applicable Issuing Lender Bank the amounts so received by it from the Revolving Credit Multicurrency Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective Issuing Lender Bank or, to the extent that the Revolving Credit Multicurrency Lenders have made payments pursuant to this paragraph to reimburse such the Issuing LenderBank, then to such Multicurrency Lenders and such the Issuing Lender Bank as their interests may appear. Any payment made by a Revolving Credit Multicurrency Lender pursuant to this paragraph to reimburse an the Issuing Lender Bank for any LC Disbursement shall not constitute a Loan and shall not relieve the Company of its obligation to reimburse such LC Disbursement.

Reimbursement. If an any Issuing Lender Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company Borrower shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City timep.m., on (i) the Business Day that the Company Borrower receives notice of such LC Disbursement, if such notice is received prior to 10:00 a.m., New York City timeon the day of receipt, or (ii) the Business Day immediately following the day that the Company Borrower receives such notice, if such notice is not received prior to such time, time on the day of receipt; provided that, if such LC Disbursement is not less than $500,000, that the Company Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 2.3 or 2.4 that such payment be financed with a Base Rate Revolving Credit Loan Borrowing in an equivalent amount and, to the extent so financed, the CompanyBorrower’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate Revolving Credit Loan Borrowing. If the Company 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 Company 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 CompanyBorrower, in the same manner as provided in Section 2.05 2.6 with respect to Revolving Credit Loans made by such Lender (and Section 2.05 2.6 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the respective applicable Issuing Lender Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company Borrower pursuant to this paragraphSection 2.5(e), the Administrative Agent shall distribute such payment to the respective applicable Issuing Lender Bank or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph Section 2.5(e) to reimburse such Issuing LenderBank, then to such Lenders and such Issuing Lender Bank as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph Section 2.5(e) to reimburse an any Issuing Lender Bank for any LC Disbursement (other than the funding of Base Rate Loans as contemplated above) shall not constitute a Loan and shall not relieve the Company Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an Issuing Lender Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company Borrower shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon2:00 p.m., New York City time, on (i) the Business Day that the Company such Borrower receives notice of such LC Disbursement, 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 Company such Borrower receives notice of such noticeLC Disbursement, if such notice is not received prior to such time, time on the day of receipt; provided that, if such LC Disbursement is not less than $500,00010,000,000, the Company Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment be financed refinanced with a Base Rate the proceeds of an ABR Revolving Credit Loan Borrowing in an equivalent amount and, to the extent so financed, the Company’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate Revolving Credit Loan Borrowing. amount. (i) If the Company Borrower fails to make such any payment when duedescribed in the foregoing paragraph (e) with respect to a Revolving Letter of Credit, the Administrative Agent shall notify each Revolving Credit Lender of the applicable Revolving LC Disbursement, the payment then due from the Company Borrower in respect thereof and such Revolving Credit Lender’s 's Applicable Revolving Percentage thereof. Promptly following receipt of such notice and in no event later than one Business Day following receipt of such notice, each Revolving Credit Lender shall pay to the Administrative Agent its Applicable Revolving Percentage of the payment then due from the CompanyBorrower, in the same manner as provided in Section 2.05 2.06 with respect to Revolving Credit Loans made by such Lender the Revolving Lenders to the Borrower (and Section 2.05 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 applicable Issuing Lender Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company Borrower pursuant to this paragraphparagraph and in any event within one Business Day thereafter, the Administrative Agent shall distribute such payment to the respective applicable Issuing Lender Bank or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such Issuing LenderBank, then to such Revolving Lenders and such Issuing Lender Bank as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an Issuing Lender Bank for any Revolving LC Disbursement shall not constitute a Loan and shall not relieve the Company Borrower of its obligation to reimburse such Revolving LC Disbursement. (ii) If the Borrower fails to make any payment described in the foregoing clause (e) with respect to a Tranche A Letter of Credit, the Administrative Agent shall notify each Tranche A LC Lender of the applicable Tranche A LC Disbursement, the payment then due from the Borrower in respect thereof and such Tranche A LC Lender's Applicable Tranche A LC Percentage thereof, and the Administrative Agent shall promptly pay to the applicable Issuing Bank each Tranche A LC Lender's Applicable Tranche A LC Percentage of such Tranche A LC Disbursement from such Tranche A LC Lender's Tranche A Deposit. Promptly following receipt by the Administrative Agent of any payment by the Borrower in respect of any Tranche A LC Disbursement, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent payments have been made from the Tranche A Deposits, to the Tranche A Deposit Account to be added to the Tranche A Deposits of the Tranche A LC Lenders in accordance with their Applicable Tranche A LC

Reimbursement. If an the Issuing Lender Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company Borrowers shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Company or the Company on behalf of any of the Borrowers shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by the Company or the Company on behalf of any of the Borrowers prior to such time on such date, then not later than 12:00 noon, New York City time, on (i) the Business Day that the Company receives notice or the Company on behalf of any of the Borrowers receive such LC Disbursementnotice, 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 Company or the Company on behalf of any of the Borrowers receives such notice, if such notice is not received prior to such time, time on the day of receipt; provided that, if such LC Disbursement is not less than $500,000, that the Company or the Company on behalf of any of the Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 2.3 that such payment be financed with a Base Rate an ABR Revolving Credit Loan Borrowing in an equivalent amount and, to the extent so financed, the Company’s Borrowers' obligation to make such payment shall be discharged and replaced by the resulting Base Rate ABR Revolving Credit Loan Borrowing. If the Company fails Borrowers fail to (or are not permitted to) finance such payment with an ABR Revolving Borrowing and fail 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 Company Borrowers in respect thereof and such Revolving Credit Lender’s '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 CompanyBorrowers, in the same manner as provided in Section 2.05 2.7 with respect to Revolving Credit Loans made by such Lender (and Section 2.05 2.7 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the respective Issuing Lender Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective Issuing Lender Bank or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such the Issuing LenderBank, then to such Lenders and such the Issuing Lender Bank as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an the Issuing Lender Bank for any LC Disbursement (other than the funding of ABR Revolving Loans as contemplated above) shall not constitute a Loan and shall not relieve the Company Borrowers of its their obligation to reimburse such LC Disbursement.

Reimbursement. If an the Issuing Lender Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company Borrower shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on (i) the Business Day date that the Company receives Borrower shall have received 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) the Business Day immediately following the day that the Company Borrower receives such notice, if such notice is not received prior to such time, in all other cases; provided that, if such LC Disbursement is not less than $500,0005,000,000, the Company 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 Base Rate an ABR Revolving Credit Loan Borrowing in an equivalent amount and, to the extent so financed, the Company’s Borrower's obligation to make such payment shall be discharged and replaced by the resulting Base Rate ABR Revolving Credit Loan Borrowing. If the Company 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 Company Borrower in respect thereof and such Revolving Credit Lender’s '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 CompanyBorrower, in the same manner as provided in Section 2.05 with respect to Revolving Credit Loans made by such Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the respective Issuing Lender Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective Issuing Lender Bank or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such the Issuing LenderBank, then to such Lenders and such the Issuing Lender Bank as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an the Issuing Lender 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 Company Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an the Issuing Lender Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement Disbursement, not later than 12:00 noon1:00 p.m., New York City time, on the date that such LC Disbursement is made, if the Company shall have received notice of such LC Disbursement prior to 11:00 a.m., New York City time, on such date, or, if such notice has not been received by the Company prior to such time on such date, then not later than 1:00 p.m., New York City time, on (iA) the Business Day that the Company receives notice of such LC Disbursementnotice, if such notice is received prior to 10:00 11:00 a.m., New York City time, on the day of receipt, or (iiB) the Business Day immediately following the day that the Company receives such notice, if such notice is not received prior to such time, provided that, if such LC Disbursement is not less than $500,000, time on the Company may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment be financed with a Base Rate Revolving Credit Loan Borrowing in an equivalent amount and, to the extent so financed, the Company’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate Revolving Credit Loan Borrowingday of receipt. If the Company fails to make such payment when duedue then, upon notice from the applicable Issuing Bank to the Company and the Administrative Agent, the Administrative Agent shall notify each Revolving Credit US Tranche Lender of the applicable LC Disbursement, the payment then due from the Company in respect thereof and such Revolving Credit Lender’s Applicable Percentage 's US Tranche Percentage, thereof. Promptly following receipt of such notice, each Revolving Credit US Tranche Lender shall pay to the Administrative Agent its Applicable US Tranche Percentage of the payment then due from the Company, Company in the same manner as provided in Section 2.05 2.06 with respect to Revolving Credit Loans made by such US Tranche Lender (and Section 2.05 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit US Tranche Lenders), and the Administrative Agent shall promptly pay to the respective applicable Issuing Lender Bank the amounts so received by it from the Revolving Credit US Tranche Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective Issuing Lender Bank or, to the extent that the Revolving Credit US Tranche Lenders have made payments pursuant to this paragraph to reimburse such the Issuing LenderBank, then to such US Tranche Lenders and such the Issuing Lender Bank as their interests may appear. Any payment made by a Revolving Credit US Tranche Lender pursuant to this paragraph to reimburse an the Issuing Lender Bank for any LC Disbursement shall not constitute a Loan and shall not relieve the Company of its obligation to reimburse such LC Disbursement.

Reimbursement. If an the Issuing Lender Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement Disbursement, not later than 12:00 noon1:00 p.m., New York City time, on the date that such LC Disbursement is made, if the Company shall have received notice of such LC Disbursement prior to 11:00 a.m., New York City time, on such date, or, if such notice has not been received by the Company prior to such time on such date, then not later than 1:00 p.m., New York City time, on (iA) the Business Day that the Company receives notice of such LC Disbursementnotice, if such notice is received prior to 10:00 11:00 a.m., New York City time, on the day of receipt, or (iiB) the Business Day immediately following the day that the Company receives such notice, if such notice is not received prior to such time, provided that, if such LC Disbursement is not less than $500,000, time on the Company may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment be financed with a Base Rate Revolving Credit Loan Borrowing in an equivalent amount and, to the extent so financed, the Company’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate Revolving Credit Loan Borrowingday of receipt. If the Company fails to make such payment when duedue then, upon notice from the applicable Issuing Bank to the Company and the Administrative Agent, the Administrative Agent shall notify each Revolving Credit US Tranche Lender of the applicable LC Disbursement, the payment then due from the Company in respect thereof and such Revolving Credit Lender’s Applicable Percentage US Tranche Percentage, thereof. Promptly following receipt of such notice, each Revolving Credit US Tranche Lender shall pay to the Administrative Agent its Applicable US Tranche Percentage of the payment then due from the Company, Company in the same manner as provided in Section 2.05 2.06 with respect to Revolving Credit Loans made by such US Tranche Lender (and Section 2.05 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit US Tranche Lenders), and the Administrative Agent shall promptly pay to the respective applicable Issuing Lender Bank the amounts so received by it from the Revolving Credit US Tranche Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective Issuing Lender Bank or, to the extent that the Revolving Credit US Tranche Lenders have made payments pursuant to this paragraph to reimburse such the Issuing LenderBank, then to such US Tranche Lenders and such the Issuing Lender Bank as their interests may appear. Any payment made by a Revolving Credit US Tranche Lender pursuant to this paragraph to reimburse an the Issuing Lender Bank for any LC Disbursement shall not constitute a Loan and shall not relieve the Company of its obligation to reimburse such LC Disbursement.

Reimbursement. If an the Issuing Lender shall make any LC Disbursement Bank in respect of a Letter of Credit, the Company Credit shall reimburse such Issuing Lender make any L/C Disbursement in respect of such LC Letter of Credit, the Borrowers shall reimburse such L/C Disbursement by paying to the Administrative Agent an amount equal to such LC L/C Disbursement not later than 12:00 noon(i) prior to the close of business, New York City Boston, Massachusetts time, on (i) the Business Day that the Company receives notice of such LC Disbursement, if such notice is received prior to 10:00 a.m., New York City time, or (ii) the Business Day immediately following the day that such L/C Disbursement is made, if the Company receives Borrowers shall have received notice of such noticeL/C Disbursement prior to 11:00 a.m., Boston, Massachusetts time, or (ii) if such notice is has not been received by the Borrowers prior to such 11:00 a.m., Boston, Massachusetts time, then prior to the close of business, Boston, Massachusetts time, on the second Business Day immediately following the day the Borrowers receive such notice; provided that, if such LC L/C Disbursement is not less than $500,0001,000,000, the Company Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 2.04 that such payment be financed with a Base Rate Revolving Credit Loan an ABR Borrowing in an equivalent amount and, to the extent so financed, the Company’s Borrowers' obligation to make such payment shall be discharged and replaced by the resulting Base Rate Revolving Credit Loan BorrowingABR Loan. If the Company fails Borrowers fail to make such payment when due, subject to the obligations of Tranche A-1 Lenders with respect to the Excess Amount, the Administrative Agent shall notify each Revolving Credit Tranche A Lender of the applicable LC L/C Disbursement, the payment then due from the Company Borrowers in respect thereof and such Revolving Credit Tranche A Lender’s 's Tranche A Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Credit such Tranche A Lender shall pay to the Administrative Agent its Tranche A Applicable Percentage of the payment then due from the CompanyBorrowers, in the same manner as provided in Section 2.05 2.07 with respect to Revolving Credit Loans made by such Tranche A Lender (and Section 2.05 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit such Tranche A Lenders), and the Administrative Agent shall promptly pay to the respective Issuing Lender Bank the amounts so received by it from the Revolving Credit such Tranche A Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective Issuing Lender Bank or, to the extent that the Revolving Credit Tranche A Lenders have made payments pursuant to this paragraph to reimburse such the Issuing LenderBank, then to such Tranche A Lenders and such the Issuing Lender Bank as their interests may appear. Any payment made by a Revolving Credit Tranche A Lender pursuant to this paragraph to reimburse an the Issuing Lender Bank for any LC L/C Disbursement (other than the funding of ABR Loans as contemplated above) shall not constitute a Loan and shall not relieve the Company Borrowers of its their obligation to reimburse such LC L/C Disbursement.

Reimbursement. If an The Company agrees that if the Issuing Lender Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on (i) the Business Day date that such LC Disbursement is made, if the Company receives shall have received notice of such LC Disbursement, if such notice is received Disbursement prior to 10:00 a.m., New York City time, or (ii) on such date, or, if such notice has not been received by the Company prior to such time on such date, then not later than 12:00 noon, New York City time, on the Business Day immediately following the day that the Company receives such notice, if such notice is not received prior to such time, ; provided that, if such LC Disbursement is not less than $500,000, that the Company mayshall conclusively be deemed, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 to have requested that such payment be financed with a Base Rate Revolving Credit Loan Borrowing in an equivalent amount and, to the extent so financed, the Company’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate Revolving Credit Loan BorrowingLoan. If the Company fails to make such payment when due, the Administrative Agent shall notify each Revolving Credit Lender Funding Agent of the applicable LC Disbursement, the payment then due from the Company in respect thereof and the Funding Agents’ related Committed Lenders’ applicable ratable share of the related Lender Group’s Pro Rata Share thereof. The Funding Agents shall provide a copy of such Revolving Credit Lender’s Applicable Percentage notice to each related Committed Lender promptly upon receipt thereof. Promptly following receipt of such notice, each Revolving Credit Committed Lender shall pay to the Administrative Agent its Applicable Percentage ratable share of the related Lender Group’s Pro Rata Share of the payment then due from the Company, in the same manner as provided in Section 2.05 3 with respect to Revolving Credit Loans made by such Lender (and Section 2.05 3 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Committed Lenders), and the Administrative Agent shall promptly pay to the respective Issuing Lender Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective Issuing Lender or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such Issuing Lender, then to such Lenders and such Issuing Lender as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an Issuing Lender for any LC Disbursement shall not constitute a Loan and shall not relieve the Company of its obligation to reimburse such LC Disbursement.the

Reimbursement. If an the Issuing Lender Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company Borrower shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon11:00 a.m., New York City Eastern time, on (i1) the Business Day that the Company Borrower receives notice of such LC Disbursement, if such notice is received prior to 10:00 9:00 a.m., New York City Eastern time, on the day of receipt, or (ii2) the Business Day immediately following the day that the Company Borrower receives such notice, if such notice is not received prior to such after 9:00 a.m., Eastern time, on the day of receipt; provided that, if such LC Disbursement is not less than $500,000, that the Company 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 Base Rate an Advance under the Revolving Credit Loan Borrowing Line in an equivalent amount and, to the extent so financed, the CompanyBorrower’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate Revolving Credit Loan BorrowingAdvance. If the Company 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 Company Borrower in respect thereof thereof, and such Revolving Credit Lender’s Applicable Revolving Percentage thereof. Promptly following receipt of such notice, each Revolving Credit Lender shall pay to the Administrative Agent its Applicable Revolving Percentage of the payment then due from the CompanyBorrower, in the same manner as provided in Section 2.05 2.9 with respect to Revolving Credit Loans made by such Lender (and Section 2.05 2.9 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the respective Issuing Lender Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective Issuing Lender Bank or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such the Issuing LenderBank, then to such Lenders and such the Issuing Lender Bank, as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an the Issuing Lender Bank for any LC Disbursement (other than the funding of an Advance under the Revolving Loans as contemplated above) shall not constitute a Loan and shall not relieve the Company Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an Issuing Lender shall make any LC Disbursement in respect of a Letter of Credit, the Company shall Buyer agrees to reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on (i) the Business Day that the Company receives notice of such LC Disbursement, if such notice is received prior to 10:00 a.m., New York City time, or (ii) the Business Day immediately following the day that the Company receives such notice, if such notice is not received prior to such time, provided that, if such LC Disbursement is not less than $500,000, the Company may, subject to the conditions to borrowing set forth herein, request Seller in accordance with Section 2.03 6.15 within 30 days after the receipt of the invoice deemed delivered under Section 6.15, if applicable, and all required documentation. In the event of a dispute over any reimbursement amounts owed that cannot be resolved between the parties, the parties agree that the disputed items shall be referred to a recognized firm of independent certified public accountants selected by mutual agreement of Buyer and Seller; provided, however, that if Buyer and Seller are unable to so agree on a firm or within 5 days after the mutually selected firm informs either Buyer or Seller of its unwillingness to so serve (the “Decline Date”), then within 10 days after the Decline Date, each of Buyer and Seller shall select an office of an independent accounting firm of recognized national standing and such payment be financed with two firms shall, within 15 days after the Decline Date, then select a Base Rate Revolving Credit Loan Borrowing in an equivalent amount andthird independent accounting firm of recognized national standing to resolve any remaining Disputed Items (such selected accountants, the “Settlement Accountants”). The Settlement Accountants shall limit their review only to the extent so financedspecific disputed reimbursement items submitted to them and such amounts of reimbursements owed shall be no greater than the higher amount nor lower than the lower amount asserted by each of the parties. The fees and expenses of the Settlement Accountants shall be paid by the party asserting the amount of reimbursement farthest from the actual amount to be paid by such party as determined by the Settlement Accountants; provided, however, that if there is not at least a ten percent differential (in either direction) between the reimbursement amount asserted by the party farthest from such actual amount on the one hand, and such actual amount, on the other hand, the Company’s obligation to make such payment fees and expenses of the Settlement Accountants shall be discharged and replaced borne equally by the resulting Base Rate Revolving Credit Loan Borrowingparties. If the Company fails to make such payment when dueThe Settlement Accountants’ determination shall be final, the Administrative Agent shall notify each Revolving Credit Lender of the applicable LC Disbursement, the payment then due from the Company in respect thereof binding 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 Company, in the same manner as provided in Section 2.05 with respect to Revolving Credit Loans made by such Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the respective Issuing Lender the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective Issuing Lender or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such Issuing Lender, then to such Lenders and such Issuing Lender as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an Issuing Lender for any LC Disbursement shall not constitute a Loan conclusive and shall not relieve be subject to further review, challenge or adjustment. Seller and Buyer shall each furnish the Company Settlement Accountants such documents and information relating to the disputed items of its obligation to reimburse such LC Disbursementreimbursement as the Settlement Accountants may reasonably request.

Reimbursement. If an the Issuing Lender Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company Borrower shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon11:00 a.m., New York City time, on (i) the Business Day that the Company Borrower receives written notice of such LC Disbursement, if such notice is received prior to 10:00 9:00 a.m., New York City time, on the day of receipt, or (ii) the Business Day immediately following the day that the Company Borrower receives such notice, if such notice is not received prior to such time, time on the day of receipt; provided that, if such LC Disbursement is not less than $500,000, that the Company Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 2.3 that such payment be financed with a Base Rate CBFR Revolving Credit Loan Borrowing in an equivalent amount and, to the extent so financed, the CompanyBorrower’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate CBFR Revolving Credit Loan Borrowing. If the Company 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 Company 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 CompanyBorrower, in the same manner as provided in Section 2.05 2.7 with respect to Revolving Credit Loans made by such Lender (and Section 2.05 2.7 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the respective Issuing Lender Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective Issuing Lender Bank or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such the Issuing LenderBank, then to such Lenders and such the Issuing Lender Bank as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an the Issuing Lender Bank for any LC Disbursement (other than the funding of CBFR Revolving Loans as contemplated above) shall not constitute a Loan and shall not relieve the Company Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an Issuing Lender Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company Borrowers shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on (i) the Business Day date that such LC Disbursement is made, if the Company receives shall have received notice of such LC Disbursement, if such notice is received Disbursement prior to 10:00 a.m., New York City time, or (ii) on such date, or, if such notice has not been received by the Company prior to such time on such date, then not later than 12:00 noon, New York City time, on the Business Day immediately following the day that the Company receives such notice, if such notice is not received prior to such time, time on the day of receipt; provided that, that if such LC Disbursement is not less than $500,0001,000,000, the Company 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 a Base Rate an ABR Revolving Credit Borrowing or Swingline Loan Borrowing in an equivalent amount and, to the extent so financed, the Company’s Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting Base Rate ABR Revolving Credit Loan BorrowingBorrowing or Swingline Loan, as applicable. If the Company fails Borrowers fail 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 Company Borrowers 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 CompanyBorrowers, in the same manner as provided in Section 2.05 2.07 with respect to Revolving Credit Loans made by such Lender (and Section 2.05 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the respective Issuing Lender Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective Issuing Lender Bank or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such Issuing LenderBank, then to such Lenders and such Issuing Lender Bank as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an Issuing Lender 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 Company Borrowers of its their obligation to reimburse such LC Disbursement.

Reimbursement. If an the Issuing Lender Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on (i) the next Business Day that the Company receives notice of such LC Disbursement, if such notice is received prior to 10:00 a.m., New York City time, or (ii) the Business Day immediately following the day date that the Company receives such notice, if such notice is not received prior to such time, provided that, if such LC Disbursement is not less than $500,000, made; provided that the Company may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment be financed with a Base Rate an ABR US Tranche Revolving Credit Loan Borrowing in an equivalent amount and, to the extent so financed, the Company’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate ABR US Tranche Revolving Credit Loan Borrowing. If the Company fails to make such payment when due, then the Administrative Agent shall notify each Revolving Credit US Tranche Lender of the applicable LC Disbursement, the payment then due from the Company in respect thereof and such Revolving Credit US Tranche Lender’s Applicable US Tranche Revolving Percentage thereof. Promptly following receipt of such notice, each Revolving Credit US Tranche Lender shall pay to the Administrative Agent its Applicable US Tranche Revolving Percentage of the payment then due from the Company, Company in the same manner as provided in Section 2.05 2.06 with respect to Revolving Credit Loans made by such Lender (and Section 2.05 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 Lender Bank in US Dollars the amounts so received by it from the Revolving Credit such Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective Issuing Lender Bank or, to the extent that the Revolving Credit US Tranche Lenders have made payments pursuant to this paragraph to reimburse such the Issuing LenderBank, then to such Lenders and such the Issuing Lender Bank as their interests may appear. Any payment made by a Revolving Credit US Tranche Lender pursuant to this paragraph to reimburse an the Issuing Lender Bank for any LC Disbursement (other than the funding of ABR US Tranche Revolving Loans, as contemplated above) shall not constitute a Loan and shall not relieve the Company of its obligation to reimburse such LC Disbursement.

Reimbursement. If an the Issuing Lender Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on (i) the next Business Day that the Company receives notice of such LC Disbursement, if such notice is received prior to 10:00 a.m., New York City time, or (ii) the Business Day immediately following the day date that the Company receives such notice, if such notice is not received prior to such time, provided that, if such LC Disbursement is not less than $500,000, made; provided that the Company may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with a Base Rate an ABR US Tranche Revolving Credit Borrowing or US Tranche Swingline Loan Borrowing in an equivalent amount and, to the extent so financed, the Company’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate ABR US Tranche Revolving Credit Loan BorrowingBorrowing or US Tranche Swingline Loan, as the case may be. If the Company fails to make such payment when due, then the Administrative Agent shall notify each US Tranche Revolving Credit Lender of the applicable LC Disbursement, the payment then due from the Company in respect thereof and such US Tranche Revolving Credit Lender’s Applicable US Tranche Revolving Percentage thereof. Promptly following receipt of such notice, each US Tranche Revolving Credit Lender shall pay to the Administrative Agent its Applicable US Tranche Revolving Percentage of the payment then due from the Company, Company in the same manner as provided in Section 2.05 2.06 with respect to Revolving Credit Loans made by such Lender (and Section 2.05 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 Lender Bank in US Dollars the amounts so received by it from the Revolving Credit such Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective Issuing Lender Bank or, to the extent that the US Tranche Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such the Issuing LenderBank, then to such Lenders and such the Issuing Lender Bank as their interests may appear. Any payment made by a US Tranche Revolving Credit Lender pursuant to this paragraph to reimburse an the Issuing Lender Bank for any LC Disbursement (other than the funding of ABR US Tranche Revolving Loans or US Tranche Swingline Loans, as contemplated above) shall not constitute a Loan and shall not relieve the Company of its obligation to reimburse such LC Disbursement.

Reimbursement. If an the Issuing Lender Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company Borrowers shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon11:00 a.m., New York City Chicago time, on (a) (i) the Business Day that the Company Borrower Representative receives notice of such LC Disbursement, if such notice is received prior to 10:00 9:00 a.m., New York City Chicago time, on the day of receipt, or (ii) the Business Day immediately following the day that the Company Borrower Representative receives such notice, if such notice is not received prior to such time, after 9:00 a.m. Chicago time on the day of receipt; provided that, if such LC Disbursement is not less than $500,000, that the Company 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 a Base Rate Revolving Credit an ABR Borrowing or Swingline Loan Borrowing in an equivalent amount and, to the extent so financed, the Company’s Borrowers' obligation to make such payment shall be discharged and replaced by the resulting Base Rate Revolving Credit Loan BorrowingABR Borrowing or Swingline Loan. If the Company fails Borrowers fail 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 Company Borrowers in respect thereof and such Revolving Credit Lender’s '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 CompanyBorrowers, in the same manner as provided in Section 2.05 2.07 with respect to Revolving Credit Loans made by such Lender (and Section 2.05 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the respective Issuing Lender Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective Issuing Lender Bank or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such the Issuing LenderBank, then to such Lenders and such the Issuing Lender Bank as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an the Issuing Lender 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 Company Borrowers of its their obligation to reimburse such LC Disbursement.

Reimbursement. If an the Issuing Lender Bank shall make any LC Disbursement in respect of a Letter of Credit, the Company Borrower shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noonp.m., New York City time, on (i) the two Business Day that the Company receives Days after Borrower shall have received notice of such LC Disbursement, if such notice is received by Borrower prior to 10:00 a.m., New York City time, or (ii) the three Business Day immediately following the day that the Company receives Days after Borrower received such notice, if such notice is not received prior to such time, ; provided that, if such LC Disbursement is not less than $500,0001,000,000, the Company Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 2.17 that such payment be financed with a Base Rate Revolving Credit Swingline Loan Borrowing in an equivalent amount and, to the extent so financed, the CompanyBorrower’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate Revolving Credit Loan BorrowingSwingline Loan. If the Company 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 Company 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 CompanyBorrower, in the same manner as provided in Section 2.05 2.04 with respect to Revolving Credit Loans made by such Lender (and Section 2.05 2.04 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the respective Issuing Lender Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Company Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the respective Issuing Lender Bank or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such the Issuing LenderBank, then to such Lenders and such the Issuing Lender Bank as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an the Issuing Lender Bank for any LC Disbursement (other than the funding of a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Company Borrower of its obligation to reimburse such LC Disbursement.