Common use of The U Clause in Contracts

The U. S. Borrower hereby agrees to reimburse (or cause any LC Obligor for whose account a Letter of Credit was issued to reimburse) each LC Issuer, by making payment directly to such LC Issuer in immediately available funds at the payment office of such LC Issuer, for any Unpaid Drawing with respect to any Letter of Credit promptly after, and in any event on the date on which, such LC Issuer notifies the U.S. Borrower (or any such other LC Obligor for whose account such Letter of Credit was issued) of such payment or disbursement (which notice to the U.S. Borrower (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars (or another Approved Currency pursuant to the proviso below), with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office of the applicable LC Issuer) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.09(a) that are Base Rate Loans or, if not reimbursed on the date of such payment or disbursement, at the Default Rate, any such interest also to be payable on demand; provided that in the case of a Letter of Credit denominated in an Approved Foreign Currency, the U.S. Borrower shall reimburse such LC Issuer in such Approved Foreign Currency, unless (A) such LC Issuer (at its option) shall have specified in its notice to the U.S. Borrower that it will require reimbursement in Dollars or (B) in the absence of any such requirement for reimbursement in Dollars, the U.S. Borrower shall have notified such LC Issuer promptly following receipt of the LC Issuer’s notice that the U.S. Borrower will reimburse the LC Issuer in Dollars, in each case of clauses (A) and (B) at the Exchange Rate in effect on the date such payment is required. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the U.S. Borrower or the relevant LC Obligor has not made such reimbursement out of its available cash on hand or, in the case of the U.S. Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the U.S. Borrower), (x) the U.S. Borrower will in each case be deemed to have given a Notice of Borrowing for Revolving Loans that are Base Rate Loans in U.S. Dollars (in the case of any Letter of Credit denominated in an Approved Foreign Currency, at the Exchange Rate in effect on the date such payment is required) in an aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Administrative Agent shall promptly give notice to the Lenders of such deemed Notice of Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and (z) the proceeds of such Revolving Loans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, with any excess proceeds to be made available to the U.S. Borrower in accordance with the applicable provisions of this Agreement.

The U. S. Borrower hereby agrees to reimburse pay (or cause i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurocurrency Revolving Loans on the average daily amount of such Lender’s LC Risk Participation during the period from and including the Restatement Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Obligor Exposure; provided that any fees payable for whose the account of a Letter of Credit was issued to reimburse) each LC Issuer, by making payment directly to such LC Issuer in immediately available funds at the payment office of such LC Issuer, for any Unpaid Drawing Defaulting Lender with respect to any Letter of Credit promptly afteras to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Bank pursuant to Section 2.24(c) shall be payable, and to the maximum extent permitted by applicable Requirements of Law, to the other Lenders in any event on accordance with the date on which, such LC Issuer notifies the U.S. Borrower (or any such other LC Obligor for whose account upward adjustments of their respective participations in such Letter of Credit was issued) pursuant to Section 2.24(a)(iv), with the balance of such payment fee, if any, payable to the Issuing Bank for its own account, and (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate or disbursement (which notice to rates per annum separately agreed upon between the U.S. Borrower (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars (or another Approved Currency pursuant to and the proviso below), with interest Issuing Bank on the average daily amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office of the applicable LC IssuerExposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) on during the date of such payment or disbursement, period from and including the date paid or disbursed Restatement Effective Date to but not including excluding the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.09(a) that are Base Rate Loans or, if not reimbursed on later of the date of such payment or disbursement, at termination of the Default Rate, any such interest also Commitments and the date on which there ceases to be payable on demand; provided that in any LC Exposure, as well as the case of a Letter of Credit denominated in an Approved Foreign Currency, the U.S. Borrower shall reimburse such LC Issuer in such Approved Foreign Currency, unless (A) such LC Issuer (at its option) shall have specified in its notice Issuing Bank’s standard fees with respect to the U.S. Borrower that it will require reimbursement in Dollars issuance, amendment, renewal or (B) in the absence of any such requirement for reimbursement in Dollars, the U.S. Borrower shall have notified such LC Issuer promptly following receipt of the LC Issuer’s notice that the U.S. Borrower will reimburse the LC Issuer in Dollars, in each case of clauses (A) and (B) at the Exchange Rate in effect on the date such payment is required. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the U.S. Borrower or the relevant LC Obligor has not made such reimbursement out of its available cash on hand or, in the case of the U.S. Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the U.S. Borrower), (x) the U.S. Borrower will in each case be deemed to have given a Notice of Borrowing for Revolving Loans that are Base Rate Loans in U.S. Dollars (in the case extension of any Letter of Credit denominated in an Approved Foreign Currencyor processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, at June, September and December of each year shall be payable on the Exchange Rate in effect third Business Day following such last day, commencing on the first such date to occur after the Restatement Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such payment is required) in an aggregate principal amount sufficient to reimburse such Unpaid Drawing (and fees accruing after the Administrative Agent date on which the Commitments terminate shall promptly give notice be payable on demand. Any other fees payable to the Lenders of such deemed Notice of Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans Issuing Bank pursuant to this paragraph shall be considered made under Section 2.02), payable within 10 days after demand. All participation fees and (z) the proceeds of such Revolving Loans fronting fees shall be disbursed directly to computed on the applicable LC Issuer to basis of a year of 360 days and shall be payable for the extent necessary to effect such reimbursement and repayment actual number of days elapsed (including the Unpaid Drawing, with any excess proceeds to be made available to first day but excluding the U.S. Borrower in accordance with the applicable provisions of this Agreementlast day).

The U. S. Borrower hereby agrees may at any time and from time to reimburse (or cause any LC Obligor for whose account a Letter of Credit was issued to reimburse) each LC Issuertime, by making payment directly written notice to the Administrative Agent, request the establishment of one or more additional Classes of Revolving Commitments (“Replacement Revolving Commitments”) to replace all or a portion of any existing Classes of Revolving Commitments under this Agreement (“Replaced Revolving Commitments”); provided that: (A) the pricing, rate floors, discounts, fees and optional and mandatory prepayment provisions applicable to such LC Issuer in immediately available funds at the payment office of such LC Issuer, for any Unpaid Drawing with respect to any Letter of Credit promptly after, and in any event on the date on which, such LC Issuer notifies Replacement Revolving Commitments shall be as agreed between the U.S. Borrower (or any such other LC Obligor for whose account such Letter of Credit was issued) of such payment or disbursement (which notice to and the U.S. Borrower (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars (or another Approved Currency pursuant to the proviso below), with interest on the amount Replacement Revolving Lenders so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office of the applicable LC Issuer) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.09(a) that are Base Rate Loans or, if not reimbursed on the date of such payment or disbursement, at the Default Rate, any such interest also to be payable on demand; provided that in the case of a Letter of Credit denominated in an Approved Foreign Currency, the U.S. Borrower shall reimburse such LC Issuer in such Approved Foreign Currency, unless (A) such LC Issuer (at its option) shall have specified in its notice to the U.S. Borrower that it will require reimbursement in Dollars or (B) in the absence of any such requirement for reimbursement in Dollars, the U.S. Borrower shall have notified such LC Issuer promptly following receipt of the LC Issuer’s notice that the U.S. Borrower will reimburse the LC Issuer in Dollars, in each case of clauses (A) and (B) at the Exchange Rate in effect on the date such payment is required. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the U.S. Borrower or the relevant LC Obligor has not made such reimbursement out of its available cash on hand orlong as, in the case of any mandatory or optional prepayment provisions, such Replacement Revolving Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Revolving Lenders with Replaced Revolving Commitments and (B) the U.S. Borrower, a contemporaneous Borrowing hereunder covenants and other terms applicable to such Replacement Revolving Commitments (if such Borrowing is otherwise available to excluding those terms described in the U.S. Borrowerimmediately preceding clause (A)), (x) which shall be as agreed between the U.S. Borrower will in each case and such Replacement Revolving Lenders, shall not be deemed materially more favorable (when taken as a whole) to have given a Notice of Borrowing for such Replacement Revolving Loans that are Base Rate Loans in U.S. Dollars (in the case of any Letter of Credit denominated in an Approved Foreign Currency, at the Exchange Rate in effect on the date such payment is required) in an aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Administrative Agent shall promptly give notice Lenders than those applicable to the Revolving Lenders of such deemed Notice of Borrowing), with Replaced Revolving Commitments (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Loans contemplated as determined by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and (z) the proceeds of such Revolving Loans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, with any excess proceeds to be made available to the U.S. Borrower in accordance with good faith), except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date then applicable provisions to the Revolving Facility hereunder or such covenants or other terms apply equally for the benefit of this Agreementthe other Lenders; (vi) no existing Lender shall be required to provide any Replacement Revolving Commitments; (vii) such Replacement Revolving Commitments shall be secured by the U.S. Collateral and guaranteed by the U.S. Borrower Guarantors; provided that Replacement Revolving Commitments may be secured by assets other than the U.S. Collateral or guaranteed by a Subsidiary other than the U.S. Borrower Guarantors, so long as such assets are contemporaneously included as U.S. Collateral and such Subsidiary contemporaneously becomes a U.S. Borrower Guarantor; and (viii) all Replacement Revolving Commitments shall rank pari passu to any then outstanding Revolving Commitments as to lien priorities and rights of payment.

The U. S. Borrower hereby agrees to reimburse pay (or cause i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurocurrency Revolving Loans on the average daily amount of such Lender’s LC Risk Participation during the period from and including the Restatement Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Obligor Exposure; provided that any fees payable for whose the account of a Letter of Credit was issued to reimburse) each LC Issuer, by making payment directly to such LC Issuer in immediately available funds at the payment office of such LC Issuer, for any Unpaid Drawing Defaulting Lender with respect to any Letter of Credit promptly afteras to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Bank pursuant to Section 2.24(c) shall be payable, and to the maximum extent permitted by applicable Requirements of Law, to the other Lenders in any event on accordance with the date on which, such LC Issuer notifies the U.S. Borrower (or any such other LC Obligor for whose account upward adjustments of their respective participations in such Letter of Credit was issued) pursuant to Section 2.24(a)(iv), with the balance of such payment fee, if any, payable to the Issuing Bank for its own account, and (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate or disbursement (which notice to rates per annum separately agreed upon between the U.S. Borrower (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars (or another Approved Currency pursuant to and the proviso below), with interest Issuing Bank on the average daily amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office of the applicable LC IssuerExposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) on during the date of such payment or disbursement, period from and including the date paid or disbursed Restatement Effective Date to but not including excluding the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.09(a) that are Base Rate Loans or, if not reimbursed on later of the date of such payment or disbursement, at termination of the Default Rate, any such interest also Commitments and the date on which there ceases to be payable on demand; provided that in any LC Exposure, as well as the case of a Letter of Credit denominated in an Approved Foreign Currency, the U.S. Borrower shall reimburse such LC Issuer in such Approved Foreign Currency, unless (A) such LC Issuer (at its option) shall have specified in its notice Issuing Bank’s standard fees with respect to the U.S. Borrower that it will require reimbursement in Dollars issuance, amendment, renewal or (B) in the absence of any such requirement for reimbursement in Dollars, the U.S. Borrower shall have notified such LC Issuer promptly following receipt of the LC Issuer’s notice that the U.S. Borrower will reimburse the LC Issuer in Dollars, in each case of clauses (A) and (B) at the Exchange Rate in effect on the date such payment is required. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the U.S. Borrower or the relevant LC Obligor has not made such reimbursement out of its available cash on hand or, in the case of the U.S. Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the U.S. Borrower), (x) the U.S. Borrower will in each case be deemed to have given a Notice of Borrowing for Revolving Loans that are Base Rate Loans in U.S. Dollars (in the case of any Letter of Credit denominated in an Approved Foreign Currency, at the Exchange Rate in effect on the date such payment is required) in an aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Administrative Agent shall promptly give notice to the Lenders of such deemed Notice of Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and (z) the proceeds of such Revolving Loans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, with any excess proceeds to be made available to the U.S. Borrower in accordance with the applicable provisions of this Agreement.-49-

The U. S. Borrower hereby agrees Obligations shall mature on or be redeemable, or provide for payment thereon, on or prior to reimburse (or cause any LC Obligor for whose account a Letter of Credit was issued to reimburse) each LC Issuer, by making payment the Business Day immediately preceding the date on which Payments under the Note are due and payable and the proceeds thereof shall be payable directly to such LC Issuer Lender or to an Eligible Account as directed by Lender with all amounts received therefrom to be paid to Lender and applied in immediately available funds at accordance with the payment office provisions of such LC Issuerthe Note and this Indenture. In connection with the foregoing, Owner appoints Lender as Owner's agent for the purpose of applying the amounts delivered pursuant to clause (c)(ii)(4) above to purchase U. S. Obligations; (e) If any Unpaid Drawing notice of defeasance is given, Owner shall be required to defease the Principal Amount on the specified Payment Date; (f) Upon compliance with the requirements of this Section in the event of a total defeasance of the Principal Amount, the Property and the Mortgaged Property relating thereto (other than U.S. Obligations and the Defeasance Account) shall be released from the Lien of this Indenture; (g) Nothing in this Section shall release Owner from any liability or obligation relating to any environmental matters with respect to any Letter the Mortgaged Property arising under Section 2.22 of Credit promptly after, and in any event on the date on which, such LC Issuer notifies the U.S. Borrower this Indenture; and (or any such other LC Obligor for whose account such Letter of Credit was issuedh) of such payment or disbursement (which notice to the U.S. Borrower (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars (or another Approved Currency pursuant to the proviso below), with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office of the applicable LC Issuer) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.09(a) that are Base Rate Loans or, if not reimbursed on the date of such payment or disbursement, at the Default Rate, any such interest also to be payable on demand; provided that in In the case of a Letter of Credit denominated in an Approved Foreign CurrencyDefeasance Deposit, the U.S. Borrower shall reimburse such LC Issuer in such Approved Foreign Currency, unless (A) such LC Issuer (at if Lender or its option) shall have specified in its notice agent is unable to the U.S. Borrower that it will require reimbursement in Dollars or (B) in the absence of any such requirement for reimbursement in Dollars, the U.S. Borrower shall have notified such LC Issuer promptly following receipt of the LC Issuer’s notice that the U.S. Borrower will reimburse the LC Issuer in Dollars, in each case of clauses (A) and (B) at the Exchange Rate in effect apply amounts received on the date such payment is required. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the U.S. Borrower or the relevant LC Obligor has not made such reimbursement out of its available cash on hand or, in the case of the U.S. Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the U.S. Borrower), (x) the U.S. Borrower will in each case be deemed to have given a Notice of Borrowing for Revolving Loans that are Base Rate Loans in U.S. Dollars (in the case of any Letter of Credit denominated in an Approved Foreign Currency, at the Exchange Rate in effect on the date such payment is required) in an aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Administrative Agent shall promptly give notice to the Lenders of such deemed Notice of Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and (z) the proceeds of such Revolving Loans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, with any excess proceeds to be made available to the U.S. Borrower Defeasance Deposit in accordance with this Section 2.20, by reason of any legal proceeding or by reason of any order or judgment of any court or Governmental Authority enjoining, restraining or otherwise prohibiting such application, Owner's obligations under this Indenture and the applicable provisions Note shall be revived and reinstated as though no Defeasance Deposit had been made, until such time as Lender or its agent is permitted to apply such amounts in accordance with this Section 2.20; provided, however, that if Owner -------- ------- has made any payment of this AgreementIndebtedness because of the reinstatement of its obligations hereunder, Owner shall be subrogated to the rights of Lender to receive such amounts from the Defeasance Deposit when such amounts are distributed by Lender or its agent.

The U. S. Borrower hereby agrees to reimburse (or cause Alternate Operating Lender shall not make any LC Obligor for whose account a Letter Accommodation under the U.S. Alternate Operating Facility after it has received written notice from the Administrative Agent that an Event of Credit was issued to reimburse) each LC Issuer, by making payment directly to such LC Issuer in immediately available funds at the payment office Default has occurred and is continuing. Upon receipt of such LC Issuernotice, the U.S. Alternate Operating Lender shall advise the Administrative Agent of the amount of Accommodations Outstanding under the U.S. Alternate Operating Facility. In such event (i) the U.S. Operating Commitment of the Foreign Lenders under the U.S. Operating Facility shall be deemed to have been increased by the amount of the Accommodations Outstanding under the U.S. Alternate Operating Facility, (ii) the U.S. Alternate Operating Lender's U.S. Operating Commitment shall be deemed to have been increased by the amount of the Accommodations Outstanding under the U.S. Alternate Operating Facility; (iii) the amount of the U.S. Alternate Operating Commitment shall be reduced to zero, and (iv) a Borrowing of Advances under the U.S. Operating Facility (each such Borrowing, a "U.S. Mandatory Borrowing") shall be made on the next Business Day by all Foreign Lenders with U.S. Operating Commitments so that immediately after such U.S. Mandatory Borrowing, each Foreign Lender shall share rateably in the Accommodations Outstanding under the U.S. Operating Facility (based on their respective Lender's U.S. Operating Commitments after giving effect to the deemed increases referred to in (i) and (ii)) and the proceeds thereof shall be applied directly by the Administrative Agent to repay the Accommodations Outstanding under the U.S. Alternate Operating Facility. Each relevant Foreign Lender shall make Advances pursuant to a U.S. Mandatory Borrowing in the amount and in the manner specified in writing by the Administrative Agent notwithstanding (v) that the amount of the U.S. Mandatory Borrowing may not comply with the minimum amount of Borrowings otherwise required under this Agreement, (vi) that the conditions precedent specified in Article 6 are not satisfied, (vii) the date of the U.S. Mandatory Borrowing, and (viii) any reduction in the U.S. Operating Commitment after any Advances under the U.S. Alternate Operating Commitment were made. If any U.S. Mandatory Borrowing cannot for any Unpaid Drawing with respect to any Letter of Credit promptly after, and in any event reason be made on the date on whichrequired above or the applicable Foreign Lenders for any reason would not at such time share rateably in the aggregate amount of the Accommodations Outstanding under the U.S. Alternate Operating Facility and the U.S. Operating Facility, each Foreign Lender with a U.S. Operating Commitment hereby agrees that it shall forthwith purchase from the U.S. Alternate Operating Lender, and each other Foreign Lender with a U.S. Operating Commitment, such LC Issuer notifies participations in the Advances outstanding under the U.S. Borrower (or any Operating Facility as shall be necessary to cause such other LC Obligor for whose account Foreign Lender to share in such Letter Advances rateably, based upon the proportion which each such Lender's U.S. Operating Commitment at the date of Credit was issued) of such payment or disbursement (which notice the U.S. Mandatory Borrowing bears to the U.S. Borrower (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars (or another Approved Currency pursuant to the proviso below), with interest on the aggregate amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office of the applicable LC Issuer) U.S. Operating Commitment and the U.S. Alternate Operating Commitment on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.09(a) that are Base Rate Loans or, if not reimbursed on the date of such payment or disbursement, at the Default Rate, any such interest also to be payable on demand; provided that in the case of a Letter of Credit denominated in an Approved Foreign Currency, the U.S. Borrower shall reimburse such LC Issuer in such Approved Foreign Currency, unless (A) such LC Issuer (at its option) shall have specified in its notice to the U.S. Borrower that it will require reimbursement in Dollars or (B) in the absence of any such requirement for reimbursement in Dollars, the U.S. Borrower shall have notified such LC Issuer promptly following receipt of the LC Issuer’s notice that the U.S. Borrower will reimburse the LC Issuer in Dollars, in each case of clauses (A) and (B) at the Exchange Rate in effect on the date such payment is required. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the U.S. Borrower or the relevant LC Obligor has not made such reimbursement out of its available cash on hand or, in the case of the U.S. Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the U.S. Borrower), (x) the U.S. Borrower will in each case be deemed to have given a Notice of Borrowing for Revolving Loans that are Base Rate Loans in U.S. Dollars (in the case of any Letter of Credit denominated in an Approved Foreign Currency, at the Exchange Rate in effect on the date such payment is required) in an aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Administrative Agent shall promptly give notice to the Lenders of such deemed Notice of Mandatory Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and (z) the proceeds of such Revolving Loans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, with any excess proceeds to be made available to the U.S. Borrower in accordance with the applicable provisions of this Agreement.

The U. S. Borrower hereby agrees and the European Borrower jointly and severally agree to reimburse (or cause any LC Obligor pay to the Administrative Agent for whose account distribution to each Non-Defaulting Lender with a Letter of Credit was issued to reimburse) each LC IssuerEuro Facility Revolving Loan Commitment a commitment commission, by making payment directly to such LC Issuer in immediately available funds at the payment office of such LC IssuerDollars, for any Unpaid Drawing with respect the period from the Effective Date to any Letter of Credit promptly after, and in any event on but excluding the date on which, such LC Issuer notifies the U.S. Borrower (or any such other LC Obligor for whose account such Letter of Credit was issued) of such payment or disbursement (which notice to the U.S. Borrower Maturity Date (or such other LC Obligor) earlier date as the Total Euro Facility Revolving Loan Commitment shall be delivered reasonably promptly after any such payment or disbursementhave been terminated), such payment to be made in Dollars (or another Approved Currency pursuant to the proviso below), with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office of the applicable LC Issuer) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor computed at a rate equal to the Applicable Commitment Fee Percentage per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.09(a) that are Base Rate Loans or, if not reimbursed on the date daily average Unutilized Euro Facility Revolving Loan Commitment of such payment or disbursement, at the Default Rate, any such interest also to be payable on demand; provided that in the case of a Letter of Credit denominated in an Approved Foreign Currency, the U.S. Borrower shall reimburse such LC Issuer in such Approved Foreign Currency, unless (A) such LC Issuer (at its option) shall have specified in its notice to the U.S. Borrower that it will require reimbursement in Dollars or (B) in the absence of any such requirement for reimbursement in Dollars, the U.S. Borrower shall have notified such LC Issuer promptly following receipt of the LC Issuer’s notice that the U.S. Borrower will reimburse the LC Issuer in Dollars, in each case of clauses (A) and (B) at the Exchange Rate Non-Defaulting Lender as in effect on the date such payment is required. If by 11:00 A.M. on the Business Day immediately following notice from time to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the U.S. Borrower or the relevant LC Obligor has not made such reimbursement out of its available cash on hand or, in the case of the U.S. Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the U.S. Borrower), (x) the U.S. Borrower will in each case be deemed to have given a Notice of Borrowing for Revolving Loans that are Base Rate Loans in U.S. Dollars (in the case of any Letter of Credit denominated in an Approved Foreign Currency, at the Exchange Rate in effect on the date such payment is required) in an aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Administrative Agent shall promptly give notice to the Lenders of such deemed Notice of Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), time and (z) the proceeds U.S. Borrower and the Canadian Borrower jointly and severally agree to pay to the Administrative Agent for distribution to each Non-Defaulting Lender with a Canadian Facility Revolving Loan Commitment a commitment commission, in Dollars, for the period from the Effective Date to but excluding the Maturity Date (or such earlier date as the Total Canadian Facility Revolving Loan Commitment shall have been terminated), computed at a rate equal to the Applicable Commitment Fee Percentage per annum on the daily average Unutilized Canadian Facility Revolving Loan Commitment of such Revolving Loans Non-Defaulting Lender as in effect from time to time (with the commitment commissions payable as described in this clause (a) each being herein referred to as a “RL Commitment Commission”). Accrued RL Commitment Commissions shall be disbursed directly due and payable, in Dollars, quarterly in arrears on each Quarterly Payment Date and on the Maturity Date or (i) in the case of RL Commitment Commission payable pursuant to preceding clause (x), such earlier date upon which the applicable LC Issuer Total Dollar Facility Revolving Loan Commitment is terminated, (ii) in the case of RL Commitment Commission payable pursuant to preceding clause (y), such earlier date upon which the extent necessary Total Euro Facility Revolving Loan Commitment is terminated and (iii) in the case of RL Commitment Commission payable pursuant to effect preceding clause (z), such reimbursement and repayment of earlier date upon which the Unpaid Drawing, with any excess proceeds to be made available to the U.S. Borrower in accordance with the applicable provisions of this AgreementTotal Canadian Facility Revolving Loan Commitment is terminated.

The U. S. Borrower hereby agrees On or prior to reimburse (the Increase Effective Date, with respect to any increase in the Aggregate Commitments, the Administrative Agent shall notify each Lender of the amount required to be paid by or cause any LC Obligor for whose account a Letter of Credit was issued to reimburse) each LC Issuer, by making payment directly to such LC Issuer Lender so that the Revolving Loans held by the Lenders on the Increase Effective Date (before giving effect to any new Revolving Loans made on such date) shall be held by each Lender pro rata in accordance with the Commitments of the Lenders as adjusted pursuant to the last sentence of Section 2.23(b). Each Lender which is required to reduce the amount of Revolving Loans held by it (each such Lender, a “Decreasing Lender”) shall irrevocably assign, without recourse or warranty of any kind whatsoever (except that each Decreasing Lender warrants that it is the legal and beneficial owner of the Revolving Loans assigned by it under this Section 2.23(f) and that such Revolving Loans are held by such Decreasing Lender free and clear of adverse claims), to each Increasing Lender and New Lender participating in the applicable increase in the Aggregate Commitments, and each applicable Increasing Lender and New Lender shall irrevocably acquire from the Decreasing Lenders, a portion of the principal amount of the Revolving Loans of each Decreasing Lender (collectively, the “Acquired Portion”) outstanding on the Increase Effective Date (before giving effect to any new Revolving Loans made on such date) in an amount such that the principal amount of the Revolving Loans held by each applicable Increasing Lender, New Lender and Decreasing Lender as of the Increase Effective Date shall be held in accordance with each such Lender’s Applicable Adjusted Percentage (if any) as of such date. Such assignment and acquisition shall be effective on the Increase Effective Date automatically and without any action required on the part of any party other than the payment by the applicable Increasing Lenders and New Lenders to the Administrative Agent for the account of the Decreasing Lenders of an aggregate amount equal to the Acquired Portion, which amount shall be allocated and paid by the Administrative Agent at or before 12:00 p.m. on the Increase Effective Date to the Decreasing Lenders pro rata based upon the respective reductions in the principal amount of the Revolving Loans held by such Lenders on the Increase Effective Date (before giving effect to any new Revolving Loans made on such date). Each of the Administrative Agent and the Lenders shall adjust its records accordingly to reflect the payment of the Acquired Portion. The payments to be made in respect of the Acquired Portion shall be made by the applicable Increasing Lenders and New Lenders to the Administrative Agent in Dollars in immediately available funds at the payment office of such LC Issuer, for any Unpaid Drawing with respect to any Letter of Credit promptly after, and in any event or before 11:00 a.m. on the date on whichIncrease Effective Date, such LC Issuer notifies the U.S. Borrower (or any such other LC Obligor for whose account such Letter of Credit was issued) of such payment or disbursement (which notice to the U.S. Borrower (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment payments to be made by the applicable Increasing Lenders and New Lenders pro rata based upon the respective increases in Dollars (or another Approved Currency pursuant to the proviso below), with interest amount of the Commitments held by such Lenders on the amount so paid or disbursed by such LC Issuer, to Increase Effective Date. To the extent not reimbursed prior to 1:00 P.M. (local time at the payment office any of the applicable LC Issuer) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans acquired by the applicable Increasing Lenders and New Lenders from the Decreasing Lenders pursuant to Section 2.09(a2.23(f) that above are Base Rate Eurocurrency Loans or, if and the Increase Effective Date is not reimbursed on the date last day of an Interest Period for such payment or disbursement, at the Default Rate, any such interest also to be payable on demand; provided that in the case of a Letter of Credit denominated in an Approved Foreign CurrencyEurocurrency Loans, the U.S. Borrower shall reimburse such LC Issuer in such Approved Foreign Currency, unless (A) such LC Issuer (at its option) shall have specified in its notice to the U.S. Borrower that it will require reimbursement in Dollars or (B) in the absence of any such requirement for reimbursement in Dollars, the U.S. Borrower shall have notified such LC Issuer promptly following receipt of the LC Issuer’s notice that the U.S. Borrower will reimburse the LC Issuer in Dollars, in each case of clauses (A) and (B) at the Exchange Rate in effect on the date such payment is required. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the U.S. Borrower or the relevant LC Obligor has not made such reimbursement out of its available cash on hand or, in the case of the U.S. Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the U.S. Borrower), (x) the U.S. Borrower will in each case be deemed to have given a Notice of Borrowing for Revolving Loans that are Base Rate Loans in U.S. Dollars (in the case of any Letter of Credit denominated in an Approved Foreign Currency, at the Exchange Rate in effect on the date such payment is required) in an aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Administrative Agent shall promptly give notice to the Decreasing Lenders of such deemed Notice of Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under entitled to compensation from the Borrower as provided in Section 2.02), and 2.16 (z) as if the proceeds of Borrowers had prepaid such Revolving Loans shall be disbursed directly in an amount equal to the applicable LC Issuer to Acquired Portion on the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, with any excess proceeds to be made available to the U.S. Borrower in accordance with the applicable provisions of this AgreementIncrease Effective Date).

The U. S. K. Borrower hereby agrees shall, promptly on making a Borrower DTTP Filing, deliver a copy of that Borrower DTTP Filing to reimburse the Agent for delivery to the relevant Lender. (c) This Section 2.15(c) applies solely in respect of a Loan to an Irish Borrower. (i) No Irish Borrower is required to make any increased payment to a Lender in respect of any payment of interest on any Loan to such Irish Borrower under Section 2.15 (a) (or cause an indemnity payment under Section 2.15(e)) for any LC Obligor deduction or withholding for whose or on account of Indemnified Taxes imposed by Ireland if on a Letter date on which the payment falls due: (A) the payment could have been made to the Lender without a deduction or withholding for or on account of Credit Indemnified Taxes if it was issued an Irish Qualifying Lender, but on that date that Lender is not or has ceased to reimbursebe an Irish Qualifying Lender other than as a result of any Change in Law (including any change in any Treaty to which Ireland is a party or in any published practice or concession of any relevant taxing authority) that occurred after the Closing Date; or (B) the relevant Lender is an Irish Qualifying Lender by reason of paragraph (f) of that definition and the Borrower making the payment is able to demonstrate that the payment could have been made to that Lender without the deduction or withholding for or on account of any Taxes had that Lender complied with its obligations under clause (g) below. (ii) Each Lender in respect of a Loan to an Irish Borrower on the day on which this Agreement is entered into, gives an Irish Tax Confirmation by entering into this Agreement. Any Lender in respect of a Loan to an Irish Borrower who is an Irish Qualifying Lender must promptly notify the Agent of any change to its status that may affect the Irish Tax Confirmation made by it. (d) The Borrowers and the other Loan Parties shall pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Agent timely reimburse it for the payment of, any Other Taxes. (e) Each Borrower and each LC Issuerother Loan Party shall severally, and not jointly, indemnify the Agent and each Lender, within ten (10) days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.15) payable or paid by making such Agent or Lender or required to be withheld or deducted from a payment directly to such LC Issuer in immediately available funds at Agent or Lender and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the payment office relevant Governmental Authority. A certificate as to the amount of such LC Issuerpayment or liability delivered to the applicable Borrower by a Lender, for or by the Agent on its own behalf or on behalf of any Unpaid Drawing Lender, shall be conclusive absent manifest error. (f) As soon as practicable after any payment of any Taxes by a Borrower or other Loan Party to a Governmental Authority pursuant to this Section 2.15, such Borrower or other Loan Party shall deliver to the Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Agent. (i) Each Lender that is legally entitled to an exemption from or reduction of withholding tax with respect to any Letter payments made under any Loan Document shall deliver to the applicable Borrower and the Agent, at the time or times reasonably requested by the applicable Borrower or the Agent, such properly completed and executed documentation reasonably requested by such Borrower or the Agent as will permit such payments to be made without withholding or at a reduced rate of Credit promptly afterwithholding. In addition, any Lender, if reasonably requested by the applicable Borrower or the Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by a Borrower or the Agent as will enable such Borrower or the Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.15(g)(ii)(A), (ii)(B), and (ii)(D) below or, in respect of Canadian withholding Taxes, CRA Forms NR301, NR302, or NR303, as applicable, and any successor forms thereto) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any event on respect, it shall update such form or certification or promptly notify the date on whichapplicable Borrower and the Agent in writing of its legal inability to do so. (ii) Without limiting the generality of Section 2.15(g)(i) above, such LC Issuer notifies with respect to any Loan to the U.S. Borrower Borrower: (or any such other LC Obligor for whose account such Letter of Credit was issuedA) of such payment or disbursement (which notice Each Lender that is a United States Person agrees to complete and deliver to the U.S. Borrower (and the Agent, on or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars (or another Approved Currency pursuant prior to the proviso below), with interest date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office reasonable request of the applicable LC Issuer) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.09(a) that are Base Rate Loans or, if not reimbursed on the date of such payment or disbursement, at the Default Rate, any such interest also to be payable on demand; provided that in the case of a Letter of Credit denominated in an Approved Foreign Currency, the U.S. Borrower shall reimburse such LC Issuer in such Approved Foreign Currency, unless (A) such LC Issuer (at its option) shall have specified in its notice to the U.S. Borrower that it will require reimbursement in Dollars or (B) in the absence of any such requirement for reimbursement in Dollars, the U.S. Borrower shall have notified such LC Issuer promptly following receipt of the LC Issuer’s notice that the U.S. Borrower will reimburse the LC Issuer in Dollars, in each case of clauses (A) and (B) at the Exchange Rate in effect on the date such payment is required. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the U.S. Borrower or the relevant LC Obligor has not made such reimbursement out of its available cash on hand or, in the case of the U.S. Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the U.S. BorrowerAgent), two duly completed and executed copies of IRS Form W-9 (xor successor form) the certifying that such Lender is exempt from U.S. Borrower will in each case be deemed to have given a Notice of Borrowing for Revolving Loans that are Base Rate Loans in federal backup withholding tax. (B) Each Non-U.S. Dollars (in the case of any Letter of Credit denominated in an Approved Foreign CurrencyLender, at the Exchange Rate in effect on the date such payment is required) in an aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Administrative Agent shall promptly give notice to the Lenders of such deemed Notice of Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and (z) the proceeds of such Revolving Loans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, with any excess proceeds to be made available deliver to the U.S. Borrower and the Agent two duly completed and executed copies of whichever of the following is applicable: (I) In the case of a Non-U.S. Lender claiming the benefits of an income tax treaty to which the United States is a party, IRS Form W‑8BEN-E (or any successor thereto) establishing an exemption from, or reduction of, U.S. federal withholding tax pursuant to such treaty; (II) IRS Form W‑8ECI (or any successor thereto); (III) In the case of a Non-U.S. Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, a certificate substantially in accordance the form of Exhibit J-1 to the effect that such Non-U.S. Lender is not a “bank” as defined in Section 881(c)(3)(A) of the Code, a “10-percent shareholder” of the U.S. Borrower within the meaning of Section 881(c) (3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and that the interest payments in respect of such Loans are not effectively connected with such Non-U.S. Lender’s conduct of a U.S. trade or business (a “U.S. Tax Compliance Certificate”); or (IV) To the extent a Non-U.S. Lender is not the beneficial owner, duly signed, properly completed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit J-2 or Exhibit J-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Non-U.S. Lender is a partnership and one or more direct or indirect partners of such Non-U.S. Lender are claiming the portfolio interest exemption, such Non-U.S. Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit J-4 on behalf of each such direct and indirect partner; (C) Each Non-U.S. Lender shall deliver to the U.S. Borrower and the Agent (in such number of copies as shall be requested by the recipient) such other duly completed and executed forms or certificates prescribed by applicable provisions law as a basis for claiming exemption from, or reduction in, U.S. federal withholding Tax, together with such supplementary documentation as may be prescribed by applicable law to permit the U.S. Borrower or the Agent to determine the withholding or deduction required to be made; and (D) Each Lender shall deliver to the U.S. Borrower and the Agent at the time or times prescribed by law and at such time or times reasonably requested by the U.S. Borrower or the Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the U.S. Borrower or the Agent as may be necessary for the Borrower and the Agent to comply with their obligations under FATCA and to determine whether such Lender has complied with such Lender's obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. (iii) Notwithstanding anything to the contrary in this Section 2.15(g), no Lender shall be required to provide any documentation that such Lender is not legally eligible to provide. (iv) Each Lender hereby authorizes the Agent to deliver to the Borrowers and other Loan Parties and to any successor Agent any documentation provided by such Lender to the Agent pursuant to this Section 2.15(g). (h) If the Agent or a Lender determines, in its sole discretion exercised in good faith, that it has received and retained a refund of any Indemnified Taxes as to which it has been indemnified by a Borrower or other Loan Party or with respect to which such Borrower or such Loan Party has paid additional amounts pursuant to this Section 2.15, it shall pay over such refund to such Borrower or such Loan Party (but only to the extent of indemnity payments made, or additional amounts paid, by such Borrower or such Loan Party under this Section 2.15 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of the Agent or such Lender as is determined by the Agent or such Lender in its sole discretion exercised in good faith, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that such Borrower or such Loan Party, upon the request of the Agent or such Lender, agrees to repay as soon as reasonably practicable the amount paid over to such Borrower or such Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Agent or such Lender in the event the Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 2.15(h), in no event will any Agent or Lender be required to pay any amount to any Borrower other Loan Party pursuant to this Section 2.15 the payment of which would place such Agent or Lender in a less favorable net after-Tax position than it would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section 2.15(h) shall not be construed to require the Agent or any Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential) to any Borrower or any other Loan Party or any other Person. (i) Any amount payable under this Agreement or any other Loan Document by any party is exclusive of any VAT or any other Tax of a similar nature which might be chargeable in connection with that amount. If any such Tax is chargeable, the applicable Borrower or applicable other Loan Party must pay to the Agent or Lender (as applicable) (in addition to and at the same time as paying that amount) an amount equal to the amount of that Tax against the delivery of a valid VAT invoice (where applicable). (j) Where this Agreement or any other Loan Document requires any party to reimburse the Agent or any Lender (as the case may be) for any costs or expenses, that party must also at the same time pay and indemnify the Agent or Lender (as the case may be) against all VAT or any other Tax of a similar nature incurred by the Agent or Lender (as the case may be) in respect of those costs or expenses but only to the extent that the Agent or Lender (as the case may be) (acting reasonably) determines that it is not entitled to credit or repayment from the relevant tax authority in respect of the Tax. (k) For the avoidance of doubt, for purposes of this Section 2.15, the term “Lender” includes any Issuing Bank.

The U. S. Borrower hereby agrees may by delivery to reimburse (or cause any LC Obligor for whose account the Administrative Agent of a Letter of Credit was issued to reimburse) each LC Issuer, Borrower Designation Agreement duly executed by making payment directly to such LC Issuer in immediately available funds at the payment office of such LC Issuer, for any Unpaid Drawing with respect to any Letter of Credit promptly after, and in any event on the date on which, such LC Issuer notifies the U.S. Borrower and any proposed Additional Borrower that is a wholly-owned Subsidiary, designate such wholly-owned Subsidiary, as an “Additional Borrower” for purposes of this Agreement and the Revolving Credit Facility hereunder, and, so long as such designation is reasonably acceptable to the Administrative Agent, such designation shall become effective upon (or any such other LC Obligor for whose account such Letter i) the execution and delivery to the Administrative Agent of Credit was issued(A) the aforementioned executed Borrower Designation Agreement, (B) a loan certificate of such payment or disbursement Additional Borrower, including attachments consistent with those referenced in Exhibit F, (which notice C) if such Additional Borrower is not already a Guarantor, all Security Documents, guarantees and other documents and instruments as such Additional Borrower shall be required to deliver to become a Guarantor and (D) a customary legal opinion, (ii) the delivery to the U.S. Administrative Agent of all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations and (iii) the Administrative Agent receiving satisfactory tax and regulatory advice that such proposed Additional Borrower does not increase the amount of Taxes that are not indemnifiable under Section 5.4 or otherwise the applicable Credit Parties shall enter into an amendment reasonably satisfactory to the Administrative Agent and Holdings in connection therewith. Notwithstanding anything in this Agreement to the contrary, (or such other LC ObligorI) no Lender shall be delivered reasonably promptly after obligated to make any such payment or disbursement)Loans to any Additional Borrower, such payment to be made in Dollars (or another Approved Currency pursuant to the proviso below), with interest on the amount so paid or disbursed by such LC Issuer, II) to the extent any Lender commits to make a Loan under the Revolving Credit Facility to such Additional Borrower, the Total Revolving Credit Commitments shall not reimbursed prior to 1:00 P.M. (local time at the payment office be increased and none of the applicable LC Issuer) on the date Revolving Credit Commitment or 20192023 Revolving Credit Commitment of such payment or disbursement, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that any Lender shall be the rate then applicable to Revolving Loans pursuant to Section 2.09(a) that are Base Rate Loans or, if not reimbursed on the date of increased without such payment or disbursement, at the Default Rate, any such interest also to be payable on demand; provided that in the case of a Letter of Credit denominated in an Approved Foreign Currency, the U.S. Borrower shall reimburse such LC Issuer in such Approved Foreign Currency, unless (A) such LC Issuer (at its option) shall have specified in its notice to the U.S. Borrower that it will require reimbursement in Dollars or (B) in the absence of any such requirement for reimbursement in Dollars, the U.S. Borrower shall have notified such LC Issuer promptly following receipt of the LC IssuerLender’s notice that the U.S. Borrower will reimburse the LC Issuer in Dollars, in each case of clauses (A) and (B) at the Exchange Rate in effect on the date such payment is required. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the U.S. Borrower or the relevant LC Obligor has not made such reimbursement out of its available cash on hand or, in the case of the U.S. Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the U.S. Borrower), (x) the U.S. Borrower will in each case be deemed to have given a Notice of Borrowing for Revolving Loans that are Base Rate Loans in U.S. Dollars (in the case of any Letter of Credit denominated in an Approved Foreign Currency, at the Exchange Rate in effect on the date such payment is required) in an aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Administrative Agent shall promptly give notice to the Lenders of such deemed Notice of Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02)prior written consent, and (zIII) the proceeds of such Revolving Loans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, with any excess proceeds to be Credit Commitments that are made available to any Additional Borrower shall not exceed the U.S. Borrower in accordance with Dollar Equivalent of an amount to be agreed by the applicable provisions of this AgreementAdministrative Agent, Holdings and the Lenders providing such commitments.

The U. S. Borrower consents to the terms and provisions of this letter agreement (this "Indemnity Agreement") and the Intercreditor Agreement, including, without limitation, the terms and provisions regarding the disclosure of information, the sharing of payments, and the purchase and sale of participations in the Credit Agreements, consents to all actions required of any Administrative Agent or Lender pursuant to the terms and conditions of the Intercreditor Agreement, and agrees to take all actions necessary to give effect to the terms and provisions of this Indemnity Agreement and the Intercreditor Agreement. The U.S. Borrower agrees that any amounts which are paid (or received by way of setoff, combination of accounts or similar arrangements) to cure any Debt Limit Excession shall be made by the U.S. Borrower to the U.S. Lenders, by the Australian Borrower to the Australian Lenders and by the Canadian Borrower to the Canadian Lenders in accordance with their respective Sharing Percentages as determined by the Administrative Agents in accordance with the terms of the Intercreditor Agreement. It is the intention of the parties hereto that, except as otherwise set forth in this Indemnity Agreement, under no circumstances will any Borrower be required to pay any principal amount under the Global Loan Documents in excess of outstanding Obligations with respect to its Credit Agreement and any guaranty executed by the Borrower plus any interest, fees and other amounts as set forth in this Indemnity Letter and any other Global Loan Document. Outstandings or Australian Credit Outstandings, as applicable, in which case the Reallocable Payment Proportions shall thereupon be adjusted and, notwithstanding the fact that no reallocable payment is received, Section 3.3(c) of the Intercreditor Agreement again applied in order that the Reallocable Payment Proportions equal the applicable Target Sharing Percentages. To the extent the application of the provisions of this Indemnity Agreement or the Intercreditor Agreement give rise to any liability for any tax payments (other than income tax and franchise tax payments) in connection with any payments made by the U.S. Borrower, the Australian Borrower, the Canadian Borrower, any Administrative Agent, the Co-Agent, any Arranger, or any Lender or any other party to any Credit Agreement, then (notwithstanding any provisions to the contrary set forth in the Credit Agreements), the U.S. Borrower agrees that the Borrowers, including the U.S. Borrower, jointly and severally, shall indemnify each Lender, Administrative Agent, Co-Agent and Arranger (the "Loan Parties") and shall hold each Loan Party free and harmless from and against any such liability; provided, however, that each Loan Party (if so requested by a Borrower under a Credit Agreement through the appropriate Administrative Agent) will use good faith efforts to accommodate any reasonable request by such Borrower in order to avoid the need for, or reduce the amount of, such compensation so long as the request will not, in the sole opinion of the applicable Loan Party, be disadvantageous to such Loan Party. The U.S. Borrower agree to reimburse each Loan Party for any reasonable costs and out-of-pocket expenses (including fees and expenses of consultants and attorneys' fees (on a solicitor and his own client basis with respect to the Canadian Loan Documents) for such Loan Party) paid or incurred by such Loan Party in connection with the preparation, review, execution, delivery, amendment, modification and administration of the Global Loan Documents, including, without limitation, this Indemnity Agreement and the Intercreditor Agreement. The U.S. Borrower agrees to reimburse each Loan Party for any reasonable costs and out-of-pocket expenses (including attorneys' fees (on a solicitor and his own client basis with respect to the Canadian Loan Documents) for the Loan Parties) paid or incurred by any Loan Party in connection with the collection and enforcement of the Global Loan Documents, including this Indemnity Agreement and the Intercreditor Agreement. other attorneys' fees (on a solicitor and his own client basis with respect to the Canadian Loan Documents) and disbursements) ("Claims") which any of them may pay or incur as a result of, arising out of, or relating to, this Indemnity Agreement, the Intercreditor Agreement, the other Global Loan Documents or the transactions contemplated hereby or thereby (the "Indemnified Liabilities"), except to the extent that a final order of a court of competent jurisdiction finds that such Indemnified Liability arises solely from such Indemnified Person's gross negligence or wilful misconduct. If and to the extent that the foregoing undertaking may be unenforceable for any reason, the U.S. Borrower hereby agrees to reimburse (or cause any LC Obligor make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The U.S. Borrower shall be obligated to indemnify the Indemnified Persons for whose account a Letter all Claims regardless of Credit was issued to reimburse) each LC Issuer, by making payment directly whether the U.S. Borrower had knowledge of the facts and circumstances giving rise to such LC Issuer Claims. Nothing contained in immediately available funds at this agreement shall be construed in a manner which would deem any party to this Indemnity Agreement, the payment office Intercreditor Agreement or any other Global Loan Document (under state law or for tax purposes) to be acting in partnership with any other party. The obligations of such LC Issuerthe U.S. Borrower under this Indemnity Agreement and the Intercreditor Agreement shall survive the termination of this Indemnity Agreement, for the Intercreditor Agreement or any Unpaid Drawing other Global Loan Document or any non-assumption of this Indemnity Agreement, the Intercreditor Agreement or any other Global Loan Document in a bankruptcy or similar proceeding. THIS INDEMNITY AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. This Indemnity Agreement constitutes the entire understanding of the parties hereto with the U.S. Borrower with respect to the Intercreditor Agreement and this Indemnity Agreement and supersedes any Letter prior agreements, written or oral, with respect thereto. Very truly yours, Apache Corporation, as U.S. Borrower AGREED AND CONSENTED TO BY: THE FIRST NATIONAL BANK OF CHICAGO, as Global Administrative Agent and on behalf of the U.S. Lenders under the U.S. Credit promptly afterAgreement AGREED AND CONSENTED TO BY: THE CHASE MANHATTAN BANK, as U.S. Co-Agent AGREED AND CONSENTED TO BY: CHASE SECURITIES AUSTRALIA LIMITED (ACN 002 888 011), as Australian Administrative Agent and on behalf of the Australian Lenders under the Australian Credit Agreement SIGNED on behalf of ) CHASE SECURITIES ) AUSTRALIA LIMITED ) by its attorney in the ) presence of: ) /s/ CHASE SECURITIES AUSTRALIA LIMITED -------------------------------------- Attorney Lori Xxxxxxx ------------------------------ ----------------------------------- Witness Print Name AGREED AND CONSENTED TO BY: BANK OF MONTREAL, as Canadian Administrative Agent and on behalf of the Canadian Lenders under the Canadian Credit Agreement AGREED AND CONSENTED TO BY: FIRST CHICAGO CAPITAL MARKETS, INC., as Arranger AGREED AND CONSENTED TO BY: CHASE SECURITIES INC., as Arranger By: /s/ CHASE SECURITIES INC. ----------------------------------- Name: Tod Xxxxxx Xxxle: Managing Director 12 SCHEDULE I The First National Bank of Chicago, as Global Administrative Agent The Chase Manhattan Bank, as U.S. Co-Agent Chase Securities Australia Limited, as Australian Administrative Agent Bank of Montreal, as Canadian Administrative Agent First Chicago Capital Markets, Inc., as Arranger Chase Securities Inc., as Arranger The U.S. Lenders party to the Fourth Amended and Restated Credit Agreement The Australian Lenders party to the Australian Credit Agreement The Canadian Lenders party to the Canadian Credit Agreement c/o The First National Bank of Chicago One Xxxxx Xxxxxxxx Xxxxx Xxxxxxx, Xxxxxxxx 00000 13 ================================================================================ INTERCREDITOR AGREEMENT among THE LENDERS UNDER THE U.S. CREDIT AGREEMENT, THE CANADIAN CREDIT AGREEMENT AND THE AUSTRALIAN CREDIT AGREEMENT, THE FIRST NATIONAL BANK OF CHICAGO, as Global Administrative Agent, THE CHASE MANHATTAN BANK, as Co-Agent under the U.S. Credit Agreement, CHASE SECURITIES AUSTRALIA LIMITED, as Australian Administrative Agent, BANK OF MONTREAL, as Canadian Administrative Agent, FIRST CHICAGO CAPITAL MARKETS, INC., as Arranger, and in any event on CHASE SECURITIES INC., as Arranger Dated as of October 31, 1996 ================================================================================ 14 INTERCREDITOR AGREEMENT THIS INTERCREDITOR AGREEMENT, dated as of October 31, 1996, is among the date on which, such LC Issuer notifies various commercial lending institutions (the "U.S. Borrower (Lenders") as are or any such other LC Obligor for whose account such Letter of Credit was issued) of such payment or disbursement (which notice may become parties to the U.S. Borrower Credit Agreement (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursementas herein defined), such payment to be made in Dollars the various commercial lending institutions (the "Canadian Lenders") as are or another Approved Currency pursuant may become parties to the proviso belowCanadian Credit Agreement (as herein defined), with interest on the amount so paid various commercial lending institutions (the "Australian Lenders") as are or disbursed by such LC Issuer, may become parties to the extent not reimbursed prior to 1:00 P.M. Australian Credit Agreement (local time at as herein defined), THE FIRST NATIONAL BANK OF CHICAGO, as Global Administrative Agent (the payment office of "Global Administrative Agent"), THE CHASE MANHATTAN BANK, as Co-Agent under the applicable LC Issuer) on U.S. Credit Agreement (the date of such payment or disbursement"U.S. Co-Agent"), from CHASE SECURITIES AUSTRALIA LIMITED (ACN 002 888 011), as the Australian Administrative Agent for the Australian Lenders (the "Australian Administrative Agent"), BANK OF MONTREAL, as the Canadian Administrative Agent for the Canadian Lenders (the "Canadian Administrative Agent" and including together with the date paid or disbursed to but not including Global Administrative Agent and the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.09(a) that are Base Rate Loans or, if not reimbursed on the date of such payment or disbursement, at the Default Rate, any such interest also to be payable on demand; provided that in the case of a Letter of Credit denominated in an Approved Foreign CurrencyAustralian Administrative Agent, the U.S. Borrower shall reimburse such LC Issuer in such Approved Foreign Currency, unless (A) such LC Issuer (at its option) shall have specified in its notice to the U.S. Borrower that it will require reimbursement in Dollars or (B) in the absence of any such requirement for reimbursement in Dollars, the U.S. Borrower shall have notified such LC Issuer promptly following receipt of the LC Issuer’s notice that the U.S. Borrower will reimburse the LC Issuer in Dollars, in each case of clauses (A) and (B) at the Exchange Rate in effect on the date such payment is required. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the U.S. Borrower or the relevant LC Obligor has not made such reimbursement out of its available cash on hand or, in the case of the U.S. Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the U.S. Borrower"Administrative Agents"), (x) the U.S. Borrower will in each case be deemed to have given a Notice of Borrowing for Revolving Loans that are Base Rate Loans in U.S. Dollars (in the case of any Letter of Credit denominated in an Approved Foreign CurrencyFIRST CHICAGO CAPITAL MARKETS, at the Exchange Rate in effect on the date such payment is required) in an aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Administrative Agent shall promptly give notice to the Lenders of such deemed Notice of Borrowing)INC., (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02)as Arranger, and (z) the proceeds of such Revolving Loans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid DrawingCHASE SECURITIES INC., with any excess proceeds to be made available to the U.S. Borrower in accordance with the applicable provisions of this Agreementas Arranger.

The U. S. Borrower hereby agrees to reimburse (or cause any LC Obligor for whose account a Letter Alternate Operating Lender shall not make an Accommodation under the U.S. Alternate Operating Facility after it has received written notice from the Administrative Agent that an Event of Credit was issued to reimburse) each LC Issuer, by making payment directly to such LC Issuer in immediately available funds at the payment office Default has occurred and is continuing. Upon receipt of such LC Issuernotice, the U.S. Alternate Operating Lender shall advise the Administrative Agent of the amount of Accommodations Outstanding under the U.S. Alternate Operating Facility. In such event (i) the U.S. Operating Commitment of the Foreign Lenders under the U.S. Operating Facility shall be deemed to have been increased by the amount of the Accommodations Outstanding under the U.S. Alternate Operating Facility, (ii) the U.S. Alternate Operating Lender's U.S. Operating Commitment shall be deemed to have been increased by the amount of the Accommodation Outstanding under the U.S. Alternate Operating Facility; (iii) the amount of the U.S. Alternate Operating Commitment shall be reduced to zero, and (iv) a Borrowing of Advances under the U.S. Operating Facility (each such Borrowing, a "U.S. MANDATORY BORROWING") shall be made on the next Business Day by all Foreign Lenders with U.S. Operating Commitments so that immediately after such U.S. Mandatory Borrowing, each Foreign Lender shall share rateably in the Accommodations Outstanding under the U.S. Operating Facility (based on their respective Lender's U.S. Operating Commitments after giving effect to the deemed increases referred to in (i) and (ii)) and the proceeds thereof shall be applied directly by the Administrative Agent to repay the Accommodations Outstanding under the U.S. Alternate Operating Facility. Each relevant Foreign Lender shall make Advances pursuant to a U.S. Mandatory Borrowing in the amount and in the manner specified in writing by the Administrative Agent notwithstanding (v) that the amount of the U.S. Mandatory Borrowing may not comply with the minimum amount of Borrowings otherwise required under this Agreement, (vi) that the conditions precedent specified in Article 6 are not satisfied, (vii) the date of the U.S. Mandatory Borrowing, and (viii) any reduction in the U.S. Operating Commitment after any Advances under the U.S. Alternate Operating Commitment were made. If any U.S. Mandatory Borrowing cannot for any Unpaid Drawing with respect to any Letter of Credit promptly after, and in any event reason be made on the date on whichrequired above or the applicable Foreign Lenders for any reason would not at such time share rateably in the aggregate amount of the Accommodations Outstanding under the U.S. Alternate Operating Facility and the U.S. Operating Facility, each Foreign Lender with a U.S. Operating Commitment hereby agrees that it shall forthwith purchase from the U.S. Alternate Operating Lender, and each other Foreign Lender with a U.S. Operating Commitment, such LC Issuer notifies participations in the Advances outstanding under the U.S. Borrower (or any Operating Facility as shall be necessary to cause such other LC Obligor for whose account Foreign Lender to share in such Letter Advances rateably, based upon the proportion which each 45 -44- such Lender's U.S. Operating Commitment at the date of Credit was issued) of such payment or disbursement (which notice the U.S. Mandatory Borrowing bears to the U.S. Borrower (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars (or another Approved Currency pursuant to the proviso below), with interest on the aggregate amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office of the applicable LC Issuer) U.S. Operating Commitment and the U.S. Alternate Operating Commitment on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.09(a) that are Base Rate Loans or, if not reimbursed on the date of such payment or disbursement, at the Default Rate, any such interest also to be payable on demand; provided that in the case of a Letter of Credit denominated in an Approved Foreign Currency, the U.S. Borrower shall reimburse such LC Issuer in such Approved Foreign Currency, unless (A) such LC Issuer (at its option) shall have specified in its notice to the U.S. Borrower that it will require reimbursement in Dollars or (B) in the absence of any such requirement for reimbursement in Dollars, the U.S. Borrower shall have notified such LC Issuer promptly following receipt of the LC Issuer’s notice that the U.S. Borrower will reimburse the LC Issuer in Dollars, in each case of clauses (A) and (B) at the Exchange Rate in effect on the date such payment is required. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the U.S. Borrower or the relevant LC Obligor has not made such reimbursement out of its available cash on hand or, in the case of the U.S. Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the U.S. Borrower), (x) the U.S. Borrower will in each case be deemed to have given a Notice of Borrowing for Revolving Loans that are Base Rate Loans in U.S. Dollars (in the case of any Letter of Credit denominated in an Approved Foreign Currency, at the Exchange Rate in effect on the date such payment is required) in an aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Administrative Agent shall promptly give notice to the Lenders of such deemed Notice of Mandatory Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and (z) the proceeds of such Revolving Loans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, with any excess proceeds to be made available to the U.S. Borrower in accordance with the applicable provisions of this Agreement.

The U. S. Borrower hereby agrees may at any time and from time to reimburse time, by written notice to the Administrative Agent, request the establishment of one or more additional Classes of Revolving Commitments (“Replacement Revolving Commitments”) to replace all or a portion of any existing Classes of Revolving Commitments under this Agreement (“Replaced Revolving Commitments”); provided that: (i) substantially concurrently with the effectiveness of the Replacement Revolving Commitments, all or an equivalent portion of the Revolving Commitments in effect immediately prior to such effectiveness shall be terminated, and all or an equivalent portion of the Revolving Loans then outstanding, together with all interest thereon, and all other amounts accrued for the benefit of the Revolving Lenders, shall be repaid or paid (it being understood, however, that any Letters of Credit issued and outstanding under the Replaced Revolving Commitments shall be deemed to have been issued under the Replacement Revolving Commitments if the amount of such Letters of Credit would exceed the remaining amount of commitments under the Replaced Revolving Commitments after giving effect to the reduction contemplated hereby); (ii) such Replacement Revolving Commitments shall be in an aggregate principal amount not greater than the aggregate principal amount of Replaced Revolving Commitments to be replaced plus any accrued interest, premiums, fees, costs and expenses related thereto (including any OID or upfront fees); (iii) the final maturity date of such Replacement Revolving Commitments shall not be shorter than the maturity date of the Replaced Revolving Commitments, and the Replacement Revolving Commitments shall not be subject to any amortization; (iv) the LC Commitment Amount under such Replacement Revolving Commitments shall be as agreed between the U.S. Borrower, such Replacement Revolving Lenders, the Administrative Agent and the LC Issuers thereunder (or cause any replacement LC Obligor for whose account a Letter of Credit was issued to reimburseIssuers); (A) each LC Issuerthe pricing, by making payment directly rate floors, discounts, fees and optional and mandatory prepayment provisions applicable to such LC Issuer in immediately available funds at the payment office of such LC Issuer, for any Unpaid Drawing with respect to any Letter of Credit promptly after, and in any event on the date on which, such LC Issuer notifies Replacement Revolving Commitments shall be as agreed between the U.S. Borrower (or any such other LC Obligor for whose account such Letter of Credit was issued) of such payment or disbursement (which notice to and the U.S. Borrower (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars (or another Approved Currency pursuant to the proviso below), with interest on the amount Replacement Revolving Lenders so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office of the applicable LC Issuer) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.09(a) that are Base Rate Loans or, if not reimbursed on the date of such payment or disbursement, at the Default Rate, any such interest also to be payable on demand; provided that in the case of a Letter of Credit denominated in an Approved Foreign Currency, the U.S. Borrower shall reimburse such LC Issuer in such Approved Foreign Currency, unless (A) such LC Issuer (at its option) shall have specified in its notice to the U.S. Borrower that it will require reimbursement in Dollars or (B) in the absence of any such requirement for reimbursement in Dollars, the U.S. Borrower shall have notified such LC Issuer promptly following receipt of the LC Issuer’s notice that the U.S. Borrower will reimburse the LC Issuer in Dollars, in each case of clauses (A) and (B) at the Exchange Rate in effect on the date such payment is required. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the U.S. Borrower or the relevant LC Obligor has not made such reimbursement out of its available cash on hand orlong as, in the case of any mandatory or optional prepayment provisions, such Replacement Revolving Lenders do not participate on a greater than pro rata basis in any such prepayments as compared to Revolving Lenders with Replaced Revolving Commitments and (B) the U.S. Borrower, a contemporaneous Borrowing hereunder covenants and other terms applicable to such Replacement Revolving Commitments (if such Borrowing is otherwise available to excluding those terms described in the U.S. Borrowerimmediately preceding clause (A)), (x) which shall be as agreed between the U.S. Borrower will in each case and such Replacement Revolving Lenders, shall not be deemed materially more favorable (when taken as a whole) to have given a Notice of Borrowing for such Replacement Revolving Loans that are Base Rate Loans in U.S. Dollars (in the case of any Letter of Credit denominated in an Approved Foreign Currency, at the Exchange Rate in effect on the date such payment is required) in an aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Administrative Agent shall promptly give notice Lenders than those applicable to the Revolving Lenders of such deemed Notice of Borrowing), with Replaced Revolving Commitments (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Loans contemplated as determined by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and (z) the proceeds of such Revolving Loans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, with any excess proceeds to be made available to the U.S. Borrower in accordance with good faith), except to the extent such covenants and other terms apply solely to any period after the Latest Maturity Date then applicable provisions to the Revolving Facility hereunder or such covenants or other terms apply equally for the benefit of this Agreementthe other Lenders; (vi) no existing Lender shall be required to provide any Replacement Revolving Commitments; (vii) such Replacement Revolving Commitments shall be secured by the U.S. Collateral and guaranteed by the U.S. Borrower Guarantors; provided that Replacement Revolving Commitments may be secured by assets other than the U.S. Collateral or guaranteed by a Subsidiary other than the U.S. Borrower Guarantors, so long as such assets are contemporaneously included as U.S. Collateral and such Subsidiary contemporaneously becomes a U.S. Borrower Guarantor; and (viii) all Replacement Revolving Commitments shall rank pari passu to any then outstanding Revolving Commitments as to lien priorities and rights of payment.

The U. S. Borrower hereby agrees may by delivery to reimburse (or cause any LC Obligor for whose account the Administrative Agent of a Letter of Credit was issued to reimburse) each LC Issuer, Borrower Designation Agreement duly executed by making payment directly to such LC Issuer in immediately available funds at the payment office of such LC Issuer, for any Unpaid Drawing with respect to any Letter of Credit promptly after, and in any event on the date on which, such LC Issuer notifies the U.S. Borrower and any proposed Additional Borrower that is a Wholly-Owned Subsidiary, designate such Wholly-Owned Subsidiary, as an “Additional Borrower” for purposes of this Agreement and the Revolving Credit Facility hereunder, and, so long as such designation is reasonably acceptable to the Administrative Agent, such designation shall become effective upon (or any such other LC Obligor for whose account such Letter i) the execution and delivery to the Administrative Agent of Credit was issued(A) the aforementioned executed Borrower Designation Agreement, (B) a loan certificate of such payment or disbursement Additional Borrower, including the attachments specified in Section 6.5, (which notice C) if such Additional Borrower is not already a Guarantor, all Security Documents, guarantees and other documents and instruments as such Additional Borrower shall be required to deliver to become a Guarantor and (D) a customary legal opinion, (ii) the delivery to the U.S. Administrative Agent of all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations and (iii) the Administrative Agent receiving satisfactory tax and regulatory advice that such proposed Additional Borrower does not increase the amount of Taxes that are not indemnifiable under Section 5.4 or otherwise the applicable LoanCredit Parties shall enter into an amendment reasonably satisfactory to the Administrative Agent and Holdings in connection therewith. Notwithstanding anything in this Agreement to the contrary, (or such other LC Obligori) no Lender shall be delivered reasonably promptly after obligated to make any such payment or disbursement)Loans to any Additional Borrower, such payment to be made in Dollars (or another Approved Currency pursuant to the proviso below), with interest on the amount so paid or disbursed by such LC Issuer, ii) to the extent any Lender commits to make a Loan under the Revolving Credit Facility to such Additional Borrower, the Total Revolving Credit Commitments shall not reimbursed prior to 1:00 P.M. (local time at the payment office be increased and none of the applicable LC Issuer) on the date Revolving Credit Commitment, Tranche A Revolving Credit Commitment, Tranche B Revolving Credit Commitment and Tranche C or 2019 Revolving Credit Commitment of such payment or disbursement, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that any Lender shall be the rate then applicable to Revolving Loans pursuant to Section 2.09(a) that are Base Rate Loans or, if not reimbursed on the date of increased without such payment or disbursement, at the Default Rate, any such interest also to be payable on demand; provided that in the case of a Letter of Credit denominated in an Approved Foreign Currency, the U.S. Borrower shall reimburse such LC Issuer in such Approved Foreign Currency, unless (A) such LC Issuer (at its option) shall have specified in its notice to the U.S. Borrower that it will require reimbursement in Dollars or (B) in the absence of any such requirement for reimbursement in Dollars, the U.S. Borrower shall have notified such LC Issuer promptly following receipt of the LC IssuerLender’s notice that the U.S. Borrower will reimburse the LC Issuer in Dollars, in each case of clauses (A) and (B) at the Exchange Rate in effect on the date such payment is required. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the U.S. Borrower or the relevant LC Obligor has not made such reimbursement out of its available cash on hand or, in the case of the U.S. Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the U.S. Borrower), (x) the U.S. Borrower will in each case be deemed to have given a Notice of Borrowing for Revolving Loans that are Base Rate Loans in U.S. Dollars (in the case of any Letter of Credit denominated in an Approved Foreign Currency, at the Exchange Rate in effect on the date such payment is required) in an aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Administrative Agent shall promptly give notice to the Lenders of such deemed Notice of Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02)prior written consent, and (ziii) the proceeds of such Revolving Loans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, with any excess proceeds to be Credit Commitments that are made available to any Additional Borrower shall not exceed the U.S. Borrower in accordance with Dollar Equivalent of an amount to be agreed by the applicable provisions of this AgreementAdministrative Agent, Holdings and the Lenders providing such commitments.

The U. S. Borrower hereby agrees to reimburse (or cause any LC Obligor for whose account a Letter of Credit was issued to reimburse) each LC Issuer, by making payment directly to such LC Issuer pay in immediately available funds at Dollars to the payment office Issuer of such LC Issuer, for any Unpaid Drawing with respect to any Letter of Credit promptly after, and in the amount of all Reimbursement Obligations owing to such Issuer under any event on Letter of Credit issued for its account no later than the date on which, such LC Issuer notifies that is the next succeeding Business Day after the U.S. Borrower (or any receives written notice from such other LC Obligor for whose account Issuer that payment has been made under such Letter of Credit was issued) of such payment or disbursement (which notice to the U.S. Borrower (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement“Reimbursement Date”), irrespective of any claim, set-off, defense or other right that any Borrower may have at any time against such Issuer or any other Person. In the event that any Issuer makes any payment to be made in Dollars (or another Approved Currency pursuant to the proviso below), with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office of the applicable LC Issuer) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.09(a) that are Base Rate Loans or, if not reimbursed on the date of such payment or disbursement, at the Default Rate, under any such interest also to be payable on demand; provided that in the case of a Letter of Credit denominated in an Approved Foreign Currency, and the U.S. Borrower shall reimburse not have repaid such LC amount to such Issuer pursuant to this clause (h) (directly or by application of the deemed Revolving Credit Loans described below in this clause (h)) or any such Approved Foreign Currency, unless (A) such LC Issuer (at its option) shall have specified in its notice to payment by the U.S. Borrower that it will require reimbursement in Dollars is rescinded or set aside for any reason, such Reimbursement Obligation shall be payable on demand with interest thereon computed (Bi) in from the absence of any date on which such requirement for reimbursement in DollarsReimbursement Obligation arose to the Reimbursement Date, the U.S. Borrower shall have notified such LC Issuer promptly following receipt of the LC Issuer’s notice that the U.S. Borrower will reimburse the LC Issuer in Dollars, in each case of clauses (A) and (B) at the Exchange Rate in effect on the date rate of interest applicable during such payment is required. If by 11:00 A.M. on the Business Day immediately following notice period to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the U.S. Borrower or the relevant LC Obligor has not made such reimbursement out of its available cash on hand or, in the case of the U.S. Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the U.S. Borrower), (x) the U.S. Borrower will in each case be deemed to have given a Notice of Borrowing for Revolving Credit Loans that are Base Rate Loans and (ii) from the Reimbursement Date until the date of repayment in U.S. Dollars (in the case of any Letter of Credit denominated in an Approved Foreign Currencyfull, at the Exchange rate of interest applicable during such period to past due Revolving Credit Loans that are Base Rate Loans, and such Issuer shall promptly notify the Administrative Agent, which shall promptly notify each Revolving Credit Lender of such failure, and each Revolving Credit Lender shall promptly and unconditionally pay to the Administrative Agent for the account of such Issuer in effect on immediately available Dollars the date amount of such Revolving Credit Lender’s Ratable Portion of such payment is required(or the Dollar Equivalent of such payment if such payment was made in any currency other than Dollars). If the Administrative Agent so notifies such Revolving Credit Lender prior to 11:00 a.m. (New York time) on any Business Day, such Revolving Credit Lender shall make available to the Administrative Agent for the account of such Issuer its Ratable Portion of the amount of such payment on such Business Day in an aggregate immediately available funds. Upon such payment by a Revolving Credit Lender, such Revolving Credit Lender shall, except during the continuance of a Default or Event of Default under Section 7.01(i) and notwithstanding whether or not the conditions precedent set forth in Sections 4.02 and 2.01 shall have been satisfied (which conditions precedent the Revolving Credit Lenders hereby irrevocably waive), be deemed to have made a Revolving Credit Loan to the U.S. Borrower in the principal amount sufficient of such payment. Whenever any Issuer receives from the U.S. Borrower a payment of a Reimbursement Obligation as to reimburse which the Administrative Agent has received for the account of such Unpaid Drawing Issuer any payment from a Revolving Credit Lender pursuant to this clause (and h), such Issuer shall pay over to the Administrative Agent any amount received in excess of such Reimbursement Obligation and, upon receipt of such amount, the Administrative Agent shall promptly give notice pay over to each Revolving Credit Lender, in immediately available funds, an amount equal to such Revolving Credit Lender’s Ratable Portion of the Lenders amount of such deemed Notice of Borrowing)payment adjusted, (y) if necessary, to reflect the Lenders shall, unless they are legally prohibited from doing so, make respective amounts the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and (z) the proceeds Credit Lenders have paid in respect of such Revolving Loans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, with any excess proceeds to be made available to the U.S. Borrower in accordance with the applicable provisions of this AgreementReimbursement Obligation.

The U. S. Borrower hereby agrees to reimburse (or cause any LC Obligor for whose account a Letter of Credit was issued to reimburse) each LC Issuer, by making payment directly to such LC Issuer in immediately available funds at the payment office of such LC Issuer, for any Unpaid Drawing with respect to any Letter of Credit promptly after, and in any event on the date on which, such LC Issuer notifies the U.S. Borrower (or any such other LC Obligor for whose account such Letter of Credit was issued) of such payment or disbursement (which notice to the U.S. Borrower (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars (or another Approved Currency pursuant to the proviso below), with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office of the applicable LC Issuer) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.09(a) that are Base Rate Loans or, if not reimbursed on the date of such payment or disbursement, at the Default Rate, any such interest also to be payable on demand; provided that in the case of a Letter of Credit denominated in an Approved Foreign Currency, the U.S. Borrower shall reimburse such LC Issuer in such Approved Foreign Currency, unless (A) such LC Issuer (at its option) shall have specified in its notice to the U.S. Borrower that it will require reimbursement in Dollars or (B) in the absence of any such requirement for reimbursement in Dollars, the U.S. Borrower shall have notified such LC Issuer promptly following receipt of the LC Issuer’s notice that the U.S. Borrower will reimburse the LC Issuer in Dollars, in each case of clauses (A) and (B) at the Exchange Rate in effect on the date such payment is required. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the U.S. Borrower or the relevant LC Obligor has not made such reimbursement out of its available cash on hand or, in the case of the U.S. Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the U.S. Borrower), (x) the U.S. Borrower will in each case be deemed to have given a Notice of Borrowing for Revolving Loans that are Base Rate Loans in U.S. Dollars (in the case of any Letter of Credit denominated in an Approved Foreign Currency, at the Exchange Rate in effect on the date such payment is required) in an aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Administrative Agent shall promptly give notice to the Lenders of such deemed Notice of Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and (z) the proceeds of such Revolving Loans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, with any excess proceeds to be made available to the U.S. Borrower in accordance with the applicable provisions of this Agreement.

The U. S. Borrower hereby agrees to reimburse shall give the Administrative Agent prior notice (which may be written or cause any LC Obligor for whose account a Letter of Credit was issued to reimburseoral) each LC Issuer, by making payment directly to such LC Issuer in immediately available funds at the payment office of such LC Issuer, for any Unpaid Drawing with respect to any Letter of Credit promptly after, and in any event no later than (x) 12:00 Noon (Chicago time) on the date on which, such LC Issuer notifies upon which the U.S. Borrower requests that any U.S. Swing Loan be made at the Administrative Agent's Quoted Rate and (or y) 3:00 p.m. (Chicago time) on the date upon which the U.S. Borrower requests that any such other LC Obligor for whose account such Letter U.S. Swing Loan be at the Base Rate, of Credit was issued) the amount and date of such payment or disbursement (which notice U.S. Swing Loan, and the Interest Period requested therefor. Within 30 minutes after receiving such notice, the Administrative Agent shall in its discretion quote an interest rate to the U.S. Borrower (or at which the Administrative Agent would be willing to make such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars (or another Approved Currency pursuant to the proviso below), with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office of the applicable LC Issuer) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.09(a) that are Base Rate Loans or, if not reimbursed on the date of such payment or disbursement, at the Default Rate, any such interest also to be payable on demand; provided that in the case of a Letter of Credit denominated in an Approved Foreign Currency, the U.S. Borrower shall reimburse such LC Issuer in such Approved Foreign Currency, unless (A) such LC Issuer (at its option) shall have specified in its notice Swing Loan available to the U.S. Borrower for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as "Administrative Agent's Quoted Rate"). The U.S. Borrower acknowledges and agrees that it will require reimbursement in Dollars or (B) in the absence of any such requirement interest rate quote is given for reimbursement in Dollars, immediate and irrevocable acceptance. If the U.S. Borrower shall have notified such LC Issuer promptly following receipt of does not so immediately accept the LC Issuer’s notice that Administrative Agent's Quoted Rate for the full amount requested by the U.S. Borrower will reimburse for such U.S. Swing Loan, the LC Issuer in Dollars, in each case of clauses (A) Administrative Agent's Quoted Rate shall be deemed immediately withdrawn and (B) such U.S. Swing Loan shall bear interest at the Exchange rate per annum determined by adding the Applicable Margin for Base Rate Loans under the U.S. Revolving Credit to the Base Rate as from time to time in effect on the date such payment is requiredeffect. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the U.S. Borrower or requests that a U.S. Swing Loan at the relevant LC Obligor has not made Base Rate, such reimbursement out of its available cash on hand or, in U.S. Swing Loan shall bear interest at the case of rate per annum determined by adding the U.S. Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the U.S. Borrower), (x) the U.S. Borrower will in each case be deemed to have given a Notice of Borrowing Applicable Margin for Revolving Loans that are Base Rate Loans in under the U.S. Dollars (in the case of any Letter of Revolving Credit denominated in an Approved Foreign Currency, at the Exchange Rate in effect on the date such payment is required) in an aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Administrative Agent shall promptly give notice to the Lenders of such deemed Notice of Borrowing)Base Rate as from time to time in effect. Subject to the terms and conditions hereof, (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and (z) the proceeds of such Revolving Loans U.S. Swing Loan shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, with any excess proceeds to be made available to the U.S. Borrower on the date so requested at the offices of the Administrative Agent in accordance with Chicago, Illinois. Anything contained in the applicable provisions foregoing to the contrary notwithstanding (i) the obligation of the Administrative Agent to make U.S. Swing Loans shall be subject to all of the terms and conditions of this AgreementAgreement and (ii) the Administrative Agent shall not be obligated to make more than one U.S. Swing Loan during any one day.

The U. S. Borrower hereby agrees (in the case of U.S Borrower Letters of Credit), and the Bermuda Borrower hereby agrees (in the case of Bermuda Borrower Letters of Credit) to reimburse (or cause any LC Obligor for whose account a Letter of Credit was issued to reimburse) each LC Issuerthe respective Issuing Lender, by making payment directly in Dollars (or, if the respective Letter of Credit is denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of the respective payment or disbursement, as determined by the Administrative Agent on the date of such LC Issuer payment or disbursement) to the Administrative Agent in immediately available funds at the Payment Office (or by making the payment office of directly to such LC IssuerIssuing Lender at such location as may otherwise have been agreed upon by the respective Account Party and such Issuing Lender), for any Unpaid Drawing with respect to payment or disbursement (in the case of any such payment or disbursement under any Non-Dollar Denominated Letter of Credit, taking the Dollar Equivalent, as determined by the Administrative Agent, of the amount of the respective payment or disbursement on the date upon which the respective payment or disbursement is made) made by such Issuing Lender under any Letter of Credit promptly afterissued by it (each such amount so paid until reimbursed, and in any event on an "Unpaid Drawing"), not later than the date on which, such LC Issuer third Business Day after the Administrative Agent or the Issuing Lender notifies the U.S. Borrower (or any such other LC Obligor for whose account such Letter of Credit was issued) respective Account Party of such payment or disbursement (which provided that no such notice to the U.S. Borrower (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment required to be made given if a Default or an Event of Default under Section 10.05 shall have occurred and be continuing, in Dollars which case all such Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (or another Approved Currency pursuant to all of which are hereby waived by the proviso belowrespective Account Party)), with interest on the amount so paid or disbursed by such LC IssuerIssuing Lender, to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office of the applicable LC Issuer) New York time), on the date of such payment or disbursement, from and including the date paid or disbursed to but not including excluding the date such LC Issuer Issuing Lender is reimbursed by the respective Account Party therefor at a rate per annum that shall be equal to the rate then applicable to Revolving Loans pursuant to Section 2.09(a) that are Base Rate in effect from time to time plus the Applicable Margin for Tranche B Term Loans ormaintained as Base Rate Loans, if as in effect from time to time; provided, however, to the extent such amounts are not reimbursed prior to 1:00 P.M. (New York time) on the date third Business Day following the receipt by the Account Party of notice to the respective Account Party by the Administrative Agent or the respective Issuing Lender of such payment or disbursementdisbursement (or, if sooner, from the date of occurrence of a Default or an Event of Default under Section 10.05), interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account Party) at a rate per annum which is 2% in excess of the Default Raterate otherwise applicable to the respective Unpaid Drawing as provided above, any with all such interest also payable pursuant to this Section 2A.05 to be payable on demand; provided that in . The respective Issuing Lender shall give the case respective Account Party prompt notice of a Letter of Credit denominated in an Approved Foreign Currency, the U.S. Borrower shall reimburse such LC Issuer in such Approved Foreign Currency, unless (A) such LC Issuer (at its option) shall have specified in its notice to the U.S. Borrower that it will require reimbursement in Dollars or (B) in the absence of any such requirement for reimbursement in Dollars, the U.S. Borrower shall have notified such LC Issuer promptly following receipt of the LC Issuer’s notice that the U.S. Borrower will reimburse the LC Issuer in Dollars, in each case of clauses (A) and (B) at the Exchange Rate in effect on the date such payment is required. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the U.S. Borrower or the relevant LC Obligor has not made such reimbursement out of its available cash on hand or, in the case of the U.S. Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the U.S. Borrower), (x) the U.S. Borrower will in each case be deemed to have given a Notice of Borrowing for Revolving Loans that are Base Rate Loans in U.S. Dollars (in the case of Drawing under any Letter of Credit denominated Credit, provided that the failure to give, or any delay in an Approved Foreign Currencygiving, at any such notice shall in no way affect, impair or diminish the Exchange Rate respective Account Party's obligations under this Agreement. The obligations of the respective Account Party to repay Unpaid Drawings as required above shall not be reduced, or satisfied, in effect on the date such payment is required) in an aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Administrative Agent shall promptly give notice any respect by payments made to the Lenders of such deemed Notice of Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and (z) the proceeds of such Revolving Loans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, Issuing Lender with any excess proceeds to be made available to amounts on deposit in the U.S. Borrower Credit-Linked Deposit Account or as otherwise provided in accordance with the applicable provisions of this AgreementSection 2A.04(c).

The U. S. Borrower hereby agrees shall deliver to reimburse (or cause any LC Obligor for whose account a Letter of Credit was issued to reimburse) each LC Issuerthe Agent, by making payment directly to such LC Issuer in immediately available funds at the payment office time of such LC Issuereach prepayment required under Section 2.09(a) or (b), for any Unpaid Drawing with respect to any Letter a certificate signed by a Financial Officer of Credit promptly after, and in any event on the date on which, such LC Issuer notifies the U.S. Borrower (or any such other LC Obligor for whose account such Letter setting forth in reasonable detail the calculation of Credit was issued) the amount of such payment or disbursement (which notice to the U.S. Borrower (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars (or another Approved Currency pursuant to the proviso below), with interest on the amount so paid or disbursed by such LC Issuerprepayment, to the extent not reimbursed practicable, at least five (5) Business Days prior written notice of such prepayment. Amounts required to 1:00 P.M. be applied to the prepayment of Term Loans in accordance with clauses (local time at a) and (b) above shall be applied pro rata to prepay Term Loans under the payment office Term Loan Facilities and shall be applied to scheduled amortization of such Term Loans as directed by the U.S. Borrower. Each notice of prepayment shall specify the prepayment date and the principal amount of each Loan (or portion thereof) to be prepaid. In connection with any mandatory prepayments by the U.S. Borrower of the applicable LC Issuer) on the date of Term Loans pursuant to this Section 2.09, such payment or disbursement, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that prepayments shall be applied on a pro rata basis to the rate then applicable outstanding Term Loans being prepaid irrespective of whether such outstanding Term Loans are Base Rate Loans or Eurodollar Rate Loans; provided that if no Lenders exercise the right to Revolving waive a given mandatory prepayment of the Term Loans pursuant to Section 2.09(a) that are Base Rate Loans or2.09(d), if not reimbursed on then, with respect to such mandatory prepayment, the date amount of such payment or disbursement, at the Default Rate, any such interest also mandatory prepayment shall be applied first to be payable on demand; provided that in the case of a Letter of Credit denominated in an Approved Foreign Currency, the U.S. Borrower shall reimburse such LC Issuer in such Approved Foreign Currency, unless (A) such LC Issuer (at its option) shall have specified in its notice to the U.S. Borrower that it will require reimbursement in Dollars or (B) in the absence of any such requirement for reimbursement in Dollars, the U.S. Borrower shall have notified such LC Issuer promptly following receipt of the LC Issuer’s notice that the U.S. Borrower will reimburse the LC Issuer in Dollars, in each case of clauses (A) and (B) at the Exchange Rate in effect on the date such payment is required. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the U.S. Borrower or the relevant LC Obligor has not made such reimbursement out of its available cash on hand or, in the case of the U.S. Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the U.S. Borrower), (x) the U.S. Borrower will in each case be deemed to have given a Notice of Borrowing for Revolving Term Loans that are Base Rate Loans to the full extent thereof before application to Term Loans that are Eurodollar Rate Loans in U.S. Dollars (in a manner that minimizes the case amount of any Letter payments required to be made by the Borrower pursuant to Section 2.14(e). Prepayments of Credit denominated in an Approved Foreign Currency, at the Exchange Rate in effect on the date such payment is required) in an aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Administrative Agent shall promptly give notice to the Lenders of such deemed Notice of Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Term Loans shall be considered made accompanied by accrued interest as required by Section 2.11. To the extent no outstanding Term Loans exist under Section 2.02)the Term Loan Facility, and (z) the proceeds of such Revolving Loans shall amounts otherwise required to be disbursed directly applied to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment prepayment of the Unpaid Drawing, with any excess proceeds to be made available to the U.S. Borrower Term Loans in accordance with the applicable provisions clauses (a) and (b) above shall be applied, first, pro rata to prepay Revolving Loans and, second, to cash collateralize outstanding Letters of Credit, in each case without any corresponding permanent reduction in Revolving Commitments. All prepayments of Borrowings under this AgreementSection 2.09 shall be subject to Section 2.14, but shall otherwise be without premium or penalty.

The U. S. Borrower hereby agrees to reimburse (or cause any LC Obligor for whose account a Letter of Credit was issued to reimburse) each LC Issuermay, by making payment directly to such LC Issuer in immediately available funds at the payment office of such LC Issuer, for any Unpaid Drawing with respect to any Letter of Credit promptly after, and in any event on the date on which, such LC Issuer notifies the U.S. Borrower (or any such other LC Obligor for whose account such Letter of Credit was issued) of such payment or disbursement (which notice to the U.S. Borrower Administrative Agent (or which shall promptly notify the Lenders) not less than 40 days and not more than 60 days prior to each of the first and second anniversaries of the Effective Date (each anniversary, an “Anniversary Date”), request that each Lender extend such other LC ObligorLender’s Termination Date to the date (the “New Termination Date”) that is one year after the then Final Termination Date; provided that the representations and warranties contained in Article V (Representations and Warranties) shall be delivered reasonably promptly after correct in all material respects (except any such payment or disbursement)representations and warranties that are qualified by materiality, such payment to which shall be made true and correct in Dollars (or another Approved Currency pursuant to the proviso below), with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office all respects) as of the applicable LC Issuer) on the date of such payment request, as though made on and as of such date, other than any such representations or disbursementwarranties that, from by their terms, refer to a different date, which shall be true and including correct as of such earlier date. Each Lender, acting in its sole discretion, shall, by written notice to the Administrative Agent given no later than the date paid or disbursed (the “Consent Date”) that is 20 days prior to but the relevant Anniversary Date (provided that, if such date is not including a Business Day, the date such LC Issuer is reimbursed therefor at a rate per annum that Consent Date shall be the rate then applicable next succeeding Business Day), advise the Administrative Agent as to: (i) whether or not such Lender agrees to Revolving Loans pursuant such extension of its Termination Date (each Lender so agreeing to Section 2.09(asuch extension being an “Extending Lender”); and (ii) that are Base Rate Loans oronly if such Lender is an Extending Lender, whether or not such Lender also irrevocably offers to increase the amount of its Commitment (each Lender so offering to increase its Commitment being an “Increasing Lender” as well as an Extending Lender) and, if so, the amount of the additional Commitment such Lender so irrevocably offers to assume hereunder (such Lender’s “Proposed Additional Commitment”). Each Lender that determines not reimbursed on to extend its Termination Date (a “Non-Extending Lender”) shall notify the date Administrative Agent (which shall notify the Lenders) of such payment fact promptly after such determination but in any event no later than the Consent Date, and any Lender that does not advise the Administrative Agent in writing on or disbursement, at before the Default Rate, any such interest also Consent Date shall be deemed to be payable on demand; provided that in the case of a Letter of Credit denominated in an Approved Foreign Currency, Non-Extending Lender and (without limiting the U.S. Borrower shall reimburse such LC Issuer in such Approved Foreign Currency, unless (A) such LC Issuer (at its optionBorrower’s rights under Section 2.15(c)) shall have specified in its notice to the U.S. Borrower that it will require reimbursement in Dollars or (B) in the absence of any such requirement for reimbursement in Dollars, the U.S. Borrower shall have notified such LC Issuer promptly following receipt of the LC Issuer’s notice that the U.S. Borrower will reimburse the LC Issuer in Dollars, in each case of clauses (A) and (B) at the Exchange Rate in effect on the date such payment is required. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the U.S. Borrower or the relevant LC Obligor has not made such reimbursement out of its available cash on hand or, in the case of the U.S. Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the U.S. Borrower), (x) the U.S. Borrower will in each case be deemed to have given a Notice of Borrowing for Revolving Loans that are Base Rate Loans in U.S. Dollars (in the case of any Letter of Credit denominated in an Approved Foreign Currency, at the Exchange Rate in effect on the date such payment is required) in an aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Administrative Agent shall promptly give notice to the Lenders of such deemed Notice of Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and (z) the proceeds of such Revolving Loans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, with any excess proceeds to be made available no liability to the U.S. Borrower in accordance with connection therewith. The election of any Lender FIFTH AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION 54 to agree to such extension shall not obligate any other Lender to so agree. The Administrative Agent shall notify the applicable provisions U.S. Borrower of each Lender’s determination under this AgreementSection 2.15(a) no later than the date 15 days prior to the relevant Anniversary Date (or, if such date is not a Business Day, on the next preceding Business Day). (i) If all of the Lenders are Extending Lenders, then, effective as of the Consent Date, the Termination Date of each Lender shall be extended to the New Termination Date, and the respective Commitments of the Lenders will not be subject to change at such Consent Date pursuant to this Section 2.15. (ii) If and only if the sum of (x) the aggregate amount of the Commitments of the Extending Lenders plus (y) the aggregate amount of the Proposed Additional Commitments of the Increasing Lenders (such sum, the “Extending Commitments”) shall be equal to at least 50% of the then Total Commitments, then: (A) effective as of the Consent Date, the Termination Date of each Extending Lender shall be extended to the New Termination Date; (B)

The U. S. Borrower hereby agrees provides to reimburse the Administrative Agent (on behalf of the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or cause any LC Obligor for whose account a Letter of Credit was issued to reimburse) each LC Issuer, by making payment directly to such LC Issuer in immediately available funds at the payment office of such LC Issuer, for any Unpaid Drawing similar agreement with respect to such Permitted Acquisition; (vii) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition (for such purpose, treating any Letter related Permitted Acquisitions theretofore effected as a single Permitted Acquisition) does not exceed $20,000,000; (viii) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Effective Date, does not exceed $50,000,000; (ix) after giving effect to such Permitted Acquisition and the payment of Credit promptly after, all post-closing purchase price adjustments required (in the good faith determination of the U.S. Borrower) in connection with such Permitted Acquisition (and in any event on all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all Capital Expenditures (and the date on which, such LC Issuer notifies financing thereof) reasonably anticipated by the U.S. Borrower (or any such other LC Obligor for whose account such Letter of Credit was issued) of such payment or disbursement (which notice to the U.S. Borrower (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a "Post-Closing Period") following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), the Total Unutilized Multicurrency Facility Revolving Loan Commitment shall equal or another Approved Currency exceed $35,000,000; (x) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 8.18; (xi) the U.S. Borrower determines in good faith that the U.S. Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 9.04 in connection therewith); (xii) substantially all of the Acquired Entity or Business acquired pursuant to the proviso below)respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (xii) if the Maximum Permitted Consideration payable in connection with interest on such Permitted Acquisition, when aggregated with the amount so paid Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Effective Date in which all or disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office substantially all of the applicable LC IssuerAcquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $5,000,000; and (xiii) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.09(a) that are Base Rate Loans or, if not reimbursed on the date of such payment or disbursement, at the Default Rate, any such interest also to be payable on demand; provided that in the case of a Letter of Credit denominated in an Approved Foreign Currency, the U.S. Borrower shall reimburse such LC Issuer in such Approved Foreign Currency, unless (A) such LC Issuer (at its option) shall have specified in its notice to the U.S. Borrower that it will require reimbursement in Dollars or (B) in the absence of any such requirement for reimbursement in Dollars, the U.S. Borrower shall have notified such LC Issuer promptly following receipt of delivered to the LC Issuer’s notice that the U.S. Borrower will reimburse the LC Issuer in Dollars, in each case of clauses (A) and (B) at the Exchange Rate in effect Administrative Agent on the date of the consummation of such payment is required. If proposed Permitted Acquisition, an officer's certificate executed by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the U.S. Borrower or the relevant LC Obligor has not made such reimbursement out of its available cash on hand or, in the case Authorized Officer of the U.S. Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available certifying to the U.S. Borrowerbest of his knowledge, compliance with the requirements of preceding clauses (i) through (v), inclusive, and clauses (vii) through (xii), inclusive, and containing the calculations required by the preceding clauses (iii), (xiv), (vii), (viii) and (ix). (b) At the U.S. time of each Permitted Acquisition involving the creation or acquisition of a Subsidiary, or the acquisition of capital stock or other Equity Interests of any Person, all capital stock or other Equity Interests thereof created or acquired in connection with such Permitted Acquisition shall be pledged for the benefit of the Secured Creditors as, and to the extent required by, Section 8.11 and the relevant Security Documents. (c) Each Borrower will in shall cause each case Subsidiary that is formed to effect, or is acquired pursuant to, a Permitted Acquisition to comply with, and to execute and deliver, all of the documentation required by, Sections 8.11 and 9.16, to the satisfaction of the Administrative Agent. (d) The consummation of each Permitted Acquisition shall be deemed to be a representation and warranty by each Borrower that the certifications by each Borrower (or by one or more of its respective Authorized Officers) pursuant to Section 8.15 are true and correct and that all conditions thereto have given a Notice of Borrowing for Revolving Loans been satisfied and that are Base Rate Loans in U.S. Dollars (in the case of any Letter of Credit denominated in an Approved Foreign Currency, at the Exchange Rate in effect on the date such payment same is required) in an aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Administrative Agent shall promptly give notice to the Lenders of such deemed Notice of Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and (z) the proceeds of such Revolving Loans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, with any excess proceeds to be made available to the U.S. Borrower permitted in accordance with the applicable provisions terms of this Agreement, which representation and warranty shall be deemed to be a representation and warranty for all purposes hereunder, including, without limitation, Sections 6 and 10.

The U. S. Borrower hereby agrees to reimburse pay (or cause any LC Obligor i) to the Administrative Agent for whose the account of each U.S. Revolving Lender a Letter of Credit was issued to reimburse) each LC Issuer, by making payment directly to such LC Issuer in immediately available funds at the payment office of such LC Issuer, for any Unpaid Drawing participation fee with respect to any Letter its participations in U.S. Letters of Credit promptly afterCredit, and in any event which shall accrue at a rate equal to the Applicable Margin for Eurocurrency Rate Loans on the date on which, such LC Issuer notifies the U.S. Borrower (or any such other LC Obligor for whose account such Letter of Credit was issued) average daily amount of such payment or disbursement U.S. Revolving Lender's U.S. LC Exposure (which notice excluding any portion thereof attributable to unreimbursed LC Disbursements) during the U.S. Borrower (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars (or another Approved Currency pursuant to the proviso below), with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office of the applicable LC Issuer) on the date of such payment or disbursement, period from and including the date paid or disbursed Closing Date to but not excluding the later of the date on which such U.S. Revolving Lender's U.S. Revolving Credit Commitment terminates and the date on which such U.S. Revolving Lender ceases to have any U.S. LC Exposure, and (ii) to the U.S. Issuing Bank a fronting fee, which shall accrue at the rate of 0.25% per annum on the average daily amount of the U.S. LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be Closing Date to but excluding the rate then applicable to Revolving Loans pursuant to Section 2.09(a) that are Base Rate Loans or, if not reimbursed on later of the date of such payment or disbursement, at the Default Rate, any such interest also to be payable on demand; provided that in the case of a Letter of Credit denominated in an Approved Foreign Currency, the U.S. Borrower shall reimburse such LC Issuer in such Approved Foreign Currency, unless (A) such LC Issuer (at its option) shall have specified in its notice to the U.S. Borrower that it will require reimbursement in Dollars or (B) in the absence of any such requirement for reimbursement in Dollars, the U.S. Borrower shall have notified such LC Issuer promptly following receipt of the LC Issuer’s notice that the U.S. Borrower will reimburse the LC Issuer in Dollars, in each case of clauses (A) and (B) at the Exchange Rate in effect on the date such payment is required. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the U.S. Borrower or the relevant LC Obligor has not made such reimbursement out of its available cash on hand or, in the case termination of the U.S. BorrowerRevolving Lenders' U.S. Revolving Credit Commitments and the date on which there ceases to be any U.S. LC Exposure, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available as well as the U.S. Issuing Bank's standard fees with respect to the U.S. Borrower)issuance, (x) the U.S. Borrower will in each case be deemed to have given a Notice of Borrowing for Revolving Loans that are Base Rate Loans in U.S. Dollars (in the case amendment, renewal or extension of any Letter of Credit denominated or processing of drawings thereunder. The European Borrower agrees to pay (i) to the European Agent for the account of each European Revolving Lender a participation fee with respect to its participations in an Approved Foreign CurrencyEuropean Letters of Credit, which shall accrue at a rate equal to the Applicable Margin for Eurocurrency Rate Loans on the average daily amount of such European Revolving Lender's European LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date on which such European Revolving Lender's European Revolving Credit Commitment terminates and the date on which such European Revolving Lender ceases to have any European LC Exposure, and (ii) to the European Issuing Bank a fronting fee, which shall accrue at the Exchange Rate in effect rate of 0.25% per annum on the average daily amount of the European LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date of termination of the European Revolving Lenders' European Revolving Credit Commitments and the date on which there ceases to be any European LC Exposure, as well as the European Issuing Bank's standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees (collectively, "LC Fees") accrued through and including the last day of March, June, September and December of each Fiscal Year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Closing Date; provided that all such fees shall be payable on the date on which the U.S. Revolving Lenders' U.S. Revolving Credit Commitments or European Revolving Lender's European Revolving Credit Commitments terminate (as the case may be) and any such payment is required) in an aggregate principal amount sufficient to reimburse fees accruing after the date on which such Unpaid Drawing (and the Administrative Agent Commitments terminate shall promptly give notice be payable on demand. Any other fees payable to the Lenders of such deemed Notice of Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans Issuing Banks pursuant to this paragraph shall be considered made under Section 2.02), payable within 10 days after demand. All participation fees and (z) the proceeds of such Revolving Loans fronting fees shall be disbursed directly to computed on the applicable LC Issuer to basis of a year of 360 days and shall be payable for the extent necessary to effect such reimbursement and repayment actual number of the Unpaid Drawing, with any excess proceeds to be made available to the U.S. Borrower in accordance with the applicable provisions of this Agreementdays elapsed.

The U. S. Borrower hereby agrees may by delivery to reimburse (or cause any LC Obligor for whose account the Administrative Agent of a Letter of Credit was issued to reimburse) each LC Issuer, Borrower Designation Agreement duly executed by making payment directly to such LC Issuer in immediately available funds at the payment office of such LC Issuer, for any Unpaid Drawing with respect to any Letter of Credit promptly after, and in any event on the date on which, such LC Issuer notifies the U.S. Borrower and any proposed Additional Borrower that is a Wholly-Owned Subsidiary, designate such Wholly-Owned Subsidiary, as an “Additional Borrower” for purposes of this Agreement and the Revolving Credit Facility hereunder, and, so long as such designation is reasonably acceptable to the Administrative Agent, such designation shall become effective upon (or any such other LC Obligor for whose account such Letter i) the execution and delivery to the Administrative Agent of Credit was issued(A) the aforementioned executed Borrower Designation Agreement, (B) a loan certificate of such payment or disbursement Additional Borrower, including the attachments specified in Section 6.5, (which notice C) if such Additional Borrower is not already a Guarantor, all Security Documents, guarantees and other documents and instruments as such Additional Borrower shall be required to deliver to become a Guarantor and (D) a customary legal opinion, (ii) the delivery to the U.S. Administrative Agent of all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations and (iii) the Administrative Agent receiving satisfactory tax and regulatory advice that such proposed Additional Borrower does not increase the amount of Taxes that are not indemnifiable under Section 5.4 or otherwise the applicable Loan Parties shall enter into an amendment reasonably satisfactory to the Administrative Agent and Holdings in connection therewith. Notwithstanding anything in this Agreement to the contrary, (or such other LC Obligori) no Lender shall be delivered reasonably promptly after obligated to make any such payment or disbursement)Loans to any Additional Borrower, such payment to be made in Dollars (or another Approved Currency pursuant to the proviso below), with interest on the amount so paid or disbursed by such LC Issuer, ii) to the extent any Lender commits to make a Loan under the Revolving Credit Facility to such Additional Borrower, the Total Revolving Credit Commitments shall not reimbursed prior to 1:00 P.M. (local time at the payment office be increased and none of the applicable LC Issuer) on the date Revolving Credit Commitment, Tranche A Revolving Credit Commitment, Tranche B Revolving Credit Commitment and Tranche C Revolving Credit Commitment of such payment or disbursement, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that any Lender shall be the rate then applicable to Revolving Loans pursuant to Section 2.09(a) that are Base Rate Loans or, if not reimbursed on the date of increased without such payment or disbursement, at the Default Rate, any such interest also to be payable on demand; provided that in the case of a Letter of Credit denominated in an Approved Foreign Currency, the U.S. Borrower shall reimburse such LC Issuer in such Approved Foreign Currency, unless (A) such LC Issuer (at its option) shall have specified in its notice to the U.S. Borrower that it will require reimbursement in Dollars or (B) in the absence of any such requirement for reimbursement in Dollars, the U.S. Borrower shall have notified such LC Issuer promptly following receipt of the LC IssuerLender’s notice that the U.S. Borrower will reimburse the LC Issuer in Dollars, in each case of clauses (A) and (B) at the Exchange Rate in effect on the date such payment is required. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the U.S. Borrower or the relevant LC Obligor has not made such reimbursement out of its available cash on hand or, in the case of the U.S. Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the U.S. Borrower), (x) the U.S. Borrower will in each case be deemed to have given a Notice of Borrowing for Revolving Loans that are Base Rate Loans in U.S. Dollars (in the case of any Letter of Credit denominated in an Approved Foreign Currency, at the Exchange Rate in effect on the date such payment is required) in an aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Administrative Agent shall promptly give notice to the Lenders of such deemed Notice of Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02)prior written consent, and (ziii) the proceeds of such Revolving Loans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, with any excess proceeds to be Credit Commitments that are made available to any Additional Borrower shall not exceed the U.S. Borrower in accordance with Dollar Equivalent of an amount to be agreed by the applicable provisions of this AgreementAdministrative Agent, Holdings and the Lenders providing such commitments.

The U. S. Borrower hereby agrees to reimburse pay (i) in addition to the fees payable to the Tranche B Lenders pursuant to Section 2.20(b), to the U.S. Administrative Agent for the account of each Tranche B Lender a participation fee with respect to its participations in Tranche B Letters of Credit, which shall accrue at the rate of 2.25% per annum on the daily amount of such Tranche B Lender’s Tranche B Credit-Linked Deposit during the period from and including the Effective Date to but excluding the date on which the Administrative Agent is required to return the entire amount of such Lender’s Tranche B Credit-Linked Deposit pursuant to Section 2.08(b), 2.10(e) or cause any LC Obligor for whose account 2.11(d) and (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of 0.250% per annum on the outstanding amount of each Tranche B Letter of Credit was issued to reimburse) (including each LC Issuer, by making payment directly to such LC Issuer in immediately available funds at the payment office of such LC Issuer, for any Unpaid Drawing with respect to any Existing Letter of Credit promptly after, and in any event on the date on which, such LC Issuer notifies the U.S. Borrower (or any such other LC Obligor for whose account such that is a Tranche B Letter of Credit was issuedCredit) of such payment or disbursement (which notice to issued by the U.S. Borrower (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars (or another Approved Currency pursuant to the proviso below), with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office of the applicable LC Issuer) on the date of such payment or disbursement, Issuing Bank from and including the date paid or disbursed of issuance thereof to but not excluding the date of termination, expiration or drawing in full of such Tranche B Letter of Credit, as well as the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Tranche B Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees in respect of Tranche B Letters of Credit accrued through and including the date such LC Issuer is reimbursed therefor at a rate per annum that last day of March, June, September and December of each year shall be payable on the rate then applicable third Business Day following such last day, commencing on the first such date to Revolving Loans pursuant to Section 2.09(a) occur after the Effective Date; provided that are Base Rate Loans or, if not reimbursed all such fees shall be payable on the date of such payment or disbursement, at on which the Default Rate, Tranche B Credit-Linked Deposits are returned to the Tranche B Lenders and any such interest also fees accruing after the date on which the Tranche B Credit-Linked Deposits are returned to the Tranche B Lenders shall be payable on demand; provided that . Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees in respect of Tranche B Letters of Credit shall be computed on the case basis of a Letter year of Credit denominated 365 days (or 366 days in an Approved Foreign Currencya leap year), the U.S. Borrower shall reimburse such LC Issuer in such Approved Foreign Currency, unless (A) such LC Issuer (at its option) shall have specified in its notice to the U.S. Borrower that it will require reimbursement in Dollars or (B) in the absence of any such requirement for reimbursement in Dollars, the U.S. Borrower shall have notified such LC Issuer promptly following receipt of the LC Issuer’s notice that the U.S. Borrower will reimburse the LC Issuer in Dollars, and in each case of clauses (A) and (B) at the Exchange Rate in effect on the date such payment is required. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the U.S. Borrower or the relevant LC Obligor has not made such reimbursement out of its available cash on hand or, in the case of the U.S. Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the U.S. Borrower), (x) the U.S. Borrower will in each case be deemed to have given a Notice of Borrowing for Revolving Loans that are Base Rate Loans in U.S. Dollars (in the case of any Letter of Credit denominated in an Approved Foreign Currency, at the Exchange Rate in effect on the date such payment is required) in an aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Administrative Agent shall promptly give notice to the Lenders of such deemed Notice of Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02payable for the actual number of days elapsed (including the first day but excluding the last day), and (z) the proceeds of such Revolving Loans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, with any excess proceeds to be made available to the U.S. Borrower in accordance with the applicable provisions of this Agreement.

The U. S. Borrower hereby agrees (in the case of U.S. Borrower Letters of Credit), and the European Borrower hereby agrees (in the case of European Borrower Letters of Credit), to reimburse (or cause any LC Obligor for whose account a Letter of Credit was issued to reimburse) each LC Issuerthe respective Issuing Lender, by making payment directly in Dollars (in the case of all Dollar Denominated Letters of Credit or, after a Sharing Event, all Letters of Credit) or Euros (in the case of Euro Denominated Letters of Credit at any time prior to such LC Issuer a Sharing Event) to the Administrative Agent in immediately available funds at the Payment Office (or by making the payment office of directly to such LC IssuerIssuing Lender at such location as may otherwise have been agreed upon by the respective Account Party and such Issuing Lender), for any Unpaid Drawing with respect to payment or disbursement (in the case of any such payment or disbursement under any Euro Denominated Letter of Credit which is unpaid on the date of the occurrence of a Sharing Event, or which payments or disbursements are made thereafter, taking the Dollar Equivalent of the amount of the respective payment or disbursement made in Euros as such Dollar Equivalent is determined on the first date upon which the respective Sharing Event occurs or, if later, the date upon which the respective payment or disbursement is made) made by such Issuing Lender under any Letter of Credit promptly afterissued by it (each such amount so paid until reimbursed, and in any event on an "Unpaid Drawing"), not later than the date on which, such LC Issuer third Business Day after the Administrative Agent or the Issuing Lender notifies the U.S. respective Borrower (or any such other LC Obligor for whose account such Letter of Credit was issued) of such payment or disbursement (which notice to the U.S. Borrower (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars (or another Approved Currency pursuant to the proviso below), with interest on the amount so paid or disbursed by such LC IssuerIssuing Lender, to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office of the applicable LC Issuer) New York time), on the date of such payment or disbursement, from and including the date paid or disbursed to but not including excluding the date such LC Issuer Issuing Lender is reimbursed by the U.S. Borrower or the European Borrower, as the case may be, therefor at a rate per annum that which shall be (x) in the rate then applicable case of Dollar Denominated Letters of Credit and other amounts owing in Dollars after the occurrence of a Sharing Event, the Base Rate in effect from time to time plus the Applicable Margin for Multicurrency Facility Revolving Loans pursuant to Section 2.09(a) that are maintained as Base Rate Loans, as in effect from time to time and (y) in the case of Euro Denominated Letters of Credit for periods occurring prior to the occurrence of a Sharing Event, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Revolving Loans oras in effect from time to time plus any Mandatory Costs, if provided, however, to the extent such amounts are not reimbursed prior to 1:00 P.M. (New York time) on the date third Business Day following notice to the respective Account Party by the Administrative Agent or the respective Issuing Lender of such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account Party) at a rate per annum which shall be (x) in the Default Ratecase of Dollar Denominated Letters of Credit and other amounts owing in Dollars after the occurrence of a Sharing Event, the Base Rate in effect from time to time plus the Applicable Margin for Multicurrency Facility Revolving Loans maintained as Base Rate Loans, as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit for periods occurring prior to the occurrence of a Sharing Event, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Revolving Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such case, with interest also to be payable on demand; , provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the case immediately preceding proviso shall not be required to be given if a Default or an Event of a Letter of Credit denominated in an Approved Foreign Currency, the U.S. Borrower shall reimburse such LC Issuer in such Approved Foreign Currency, unless (A) such LC Issuer (at its option) Default under Section 10.05 shall have specified occurred and be continuing (in its which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice to of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the U.S. Borrower that it will require reimbursement in Dollars or (B) rate provided in the absence of any such requirement for reimbursement in Dollars, foregoing proviso on and after the U.S. Borrower shall have notified such LC Issuer promptly following receipt of the LC Issuer’s notice that the U.S. Borrower will reimburse the LC Issuer in Dollars, in each case of clauses (A) and (B) at the Exchange Rate in effect on the date such payment is required. If by 11:00 A.M. on the third Business Day immediately following the respective Drawing). The respective Issuing Lender shall give the respective Account Party prompt notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the U.S. Borrower or the relevant LC Obligor has not made such reimbursement out of its available cash on hand or, in the case of the U.S. Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the U.S. Borrower), (x) the U.S. Borrower will in each case be deemed to have given a Notice of Borrowing for Revolving Loans that are Base Rate Loans in U.S. Dollars (in the case of Drawing under any Letter of Credit denominated Credit, provided that the failure to give, or any delay in an Approved Foreign Currencygiving, at any such notice shall in no way affect, impair or diminish the Exchange Rate in effect on the date such payment is required) in an aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Administrative Agent shall promptly give notice to the Lenders of such deemed Notice of Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made respective Account Party's obligations under Section 2.02), and (z) the proceeds of such Revolving Loans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, with any excess proceeds to be made available to the U.S. Borrower in accordance with the applicable provisions of this Agreement.

The U. S. Borrower hereby agrees to reimburse (or cause pay to any LC Obligor for whose account a Issuer the amount of all Reimbursement Obligations owing to such Issuer under any Letter of Credit was issued to reimburse) each LC Issuerno later than the date that is the next succeeding Business Day after the U.S. Borrower receives written notice from such Issuer that payment has been made under such Letter of Credit (the "Reimbursement Date"), by making irrespective of any claim, set-off, defense or other right that the U.S. Borrower may have at any time against such Issuer or any other Person. In the event that such Issuer makes any payment directly under any Letter of Credit then, until such time as the U.S. Borrower shall have repaid such amount to such LC Issuer pursuant to this clause (h) or any such payment by the U.S. Borrower is rescinded or set aside for any reason, such Reimbursement Obligation shall be payable on demand (except for the one Business Day grace period referred to above) with interest thereon computed (i) from the date on which such Reimbursement Obligation arose to the Reimbursement Date, at the rate of interest applicable during such period to Base Rate Loans that are Dollar Revolving Loans and (ii) from the Reimbursement Date until the date of repayment in full, at the rate of interest applicable during such period to past due Base Rate Loans that are Dollar Revolving Loans, and such Issuer shall promptly notify the Administrative Agent, which shall promptly notify each Dollar Revolving Lender of such failure, and each Dollar Revolving Lender shall promptly and unconditionally pay to the Administrative Agent for the account of such Issuer the amount of such Dollar Revolving Lender's Ratable Portion of such payment in immediately available funds at in Dollars. If the payment office Administrative Agent so notifies such Dollar Revolving Lender prior to 11:00 a.m. (New York time) on any Business Day, such Dollar Revolving Lender shall make available to the Administrative Agent for the account of such LC IssuerIssuer such Dollar Revolving Lender's Ratable Portion of the amount of such payment on such Business Day in immediately available funds. Upon such payment by a Dollar Revolving Lender, for any Unpaid Drawing with respect such Dollar Revolving Lender shall, except on the CAM Exchange Date, whether or not the conditions precedent set forth in Section 3.2 (Conditions Precedent to any Each Loan and Letter of Credit promptly afterCredit) shall have been satisfied (which conditions precedent the Dollar Revolving Lenders hereby irrevocably waive), and be deemed to have made a Base Rate Loan that is a Dollar Revolving Loan to the U.S. Borrower in the principal amount of such payment. Whenever any event on the date on which, such LC Issuer notifies receives from the U.S. Borrower (whether directly or indirectly through the Administrative Agent) a payment of a Reimbursement Obligation as to which the Administrative Agent has received for the account of such Issuer any payment from a Dollar Revolving Lender pursuant to this clause (h), such other LC Obligor for whose account Issuer shall, subject to Section 9.5 (Collection Allocation Mechanism), pay over to the Administrative Agent any amount received in excess of such Letter Reimbursement Obligation and, upon receipt of Credit was issued) such amount, the Administrative Agent shall promptly pay over to each Dollar Revolving Lender, in immediately available funds, an amount equal to such Dollar Revolving Lender's Ratable Portion of the amount of such payment or disbursement adjusted, if necessary, to reflect the respective amounts all Dollar Revolving Lenders have paid in respect of such Reimbursement Obligation. (which notice to the U.S. Borrower (or such other LC Obligori) shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars (or another Approved Currency pursuant to the proviso below), with interest on the amount so paid or disbursed by such LC Issuer, If and to the extent a Dollar Revolving Lender shall not reimbursed prior have so made its Ratable Portion of the amount of the payment required by clause (h) above available to 1:00 P.M. (local time the Administrative Agent for the account of such Issuer, such Dollar Revolving Lender agrees to pay to the Administrative Agent for the account of such Issuer forthwith on demand any such unpaid amount together with interest thereon, for the first Business Day after payment was first due at the payment office of Interbank Rate and, thereafter, until such amount is repaid to the applicable LC Issuer) on Administrative Agent for the date account of such payment or disbursementIssuer, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be equal to the rate then applicable to Revolving Loans pursuant to Section 2.09(a) that are Base Rate Loans or, if not reimbursed on under the date of such payment or disbursement, at the Default Rate, any such interest also to be payable on demand; provided that in the case of a Letter of Credit denominated in an Approved Foreign Currency, the U.S. Borrower shall reimburse such LC Issuer in such Approved Foreign Currency, unless (A) such LC Issuer (at its option) shall have specified in its notice to the U.S. Borrower that it will require reimbursement in Dollars or (B) in the absence of any such requirement for reimbursement in Dollars, the U.S. Borrower shall have notified such LC Issuer promptly following receipt of the LC Issuer’s notice that the U.S. Borrower will reimburse the LC Issuer in Dollars, in each case of clauses (A) and (B) at the Exchange Rate in effect on the date such payment is required. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the U.S. Borrower or the relevant LC Obligor has not made such reimbursement out of its available cash on hand or, in the case of the U.S. Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the U.S. Borrower), (x) the U.S. Borrower will in each case be deemed to have given a Notice of Borrowing for Dollar Revolving Loans that are Base Rate Loans in U.S. Dollars (in the case of any Letter of Credit denominated in an Approved Foreign Currency, at the Exchange Rate in effect on the date such payment is required) in an aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Administrative Agent shall promptly give notice to the Lenders of such deemed Notice of Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and (z) the proceeds of such Revolving Loans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, with any excess proceeds to be made available to the U.S. Borrower in accordance with the applicable provisions of this AgreementFacility.