Common use of Reimbursement Clause in Contracts

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

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

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

Reimbursement. If an the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 12:00 noon11:00 a.m., New York City Chicago time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 9:00 a.m., Chicago time, on such date, or (ii) if such notice has not been received by the Borrower prior to such time on such date, then not later than 11:00 a.m., Chicago time, on the Business Day immediately following the day that the Borrower received notice of receives such LC Disbursementnotice; provided that that, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving a CBFR Borrowing in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving CBFR Borrowing. If the Borrower fails to reimburse any LC Disbursement by the time specified above in this paragraphmake such payment when due, then the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the amount payment then due from the Borrower, in the same manner as provided in Section 2.05 2.07 with respect to Loans made by such Lender (and Section 2.05 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders under this paragraphLenders), and the Administrative Agent shall promptly remit pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such the Issuing Bank, then to such Revolving Lenders and such the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse any the Issuing Bank for any LC Disbursement (other than the funding of an ABR CBFR Revolving Borrowing Loans as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

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

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

Reimbursement. If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower Borrowers shall reimburse such LC Disbursement by paying to the Issuing Bank, with notice of such payment given to the Administrative Agent Agent, an amount equal to such LC Disbursement in dollars not later than 12:00 noon4:00 p.m., New York City time, on the Business Day immediately following the day that the Borrower received Borrowers receive notice of such LC Disbursement; provided that that, if such LC Disbursement is not less than the Borrower Dollar Equivalent of $1,000,000, the Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or Section 2.04 that such payment be financed with an ABR Revolving Loan Borrowing or a Swingline Loan, in each case in an equivalent amount amount, and, to the extent so financed, the Borrower’s Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving BorrowingLoan Borrowing or Swingline Loan. If the Borrower fails Borrowers fail to reimburse any LC Disbursement by the time specified above in this paragraphmake such payment when due, then the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower Borrowers in respect thereof and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the amount payment then due from the BorrowerBorrowers, in dollars and in the same manner as provided in Section 2.05 2.06 with respect to Loans made by such Lender (and Section 2.05 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders under pursuant to this paragraph), and the Administrative Agent shall promptly remit to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank in dollars or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Revolving Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse any Issuing Bank for any LC Disbursement (other than the funding of an ABR Revolving Borrowing Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower Borrowers of its their obligation to reimburse such LC Disbursement.

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

Reimbursement. If an the Issuing Bank Lender shall make any LC Disbursement in respect of a Letter of CreditCredit (including any Letter of Credit issued for the account of any Subsidiary), the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on the Business Day immediately following the day that the Borrower received receives notice of such LC Disbursement; provided that provided, that, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 2.04(a) that such payment be financed with an ABR Revolving Borrowing in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing. If the Borrower fails to reimburse any LC Disbursement by the time specified above in this paragraphmake such payment when due, then the Administrative Agent shall notify each Revolving Tranche A Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Revolving Tranche A Lender’s Applicable Tranche A Commitment Percentage thereof. Promptly following receipt of such notice, each Revolving Tranche A Lender shall pay to the Administrative Agent its Applicable Tranche A Commitment Percentage of the amount payment then due to the Issuing Lender from the Borrower, in the same manner as provided in Section 2.05 with respect to Tranche A Loans made by such Tranche A Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders under this paragraphTranche A Lenders), and the Administrative Agent shall promptly remit pay to the applicable Issuing Bank Lender the amounts so received by it from the Revolving Tranche A Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank Lender or, to the extent that Revolving Tranche A Lenders have made payments pursuant to this paragraph to reimburse such the Issuing BankLender, then to such Revolving Tranche A Lenders and such the Issuing Bank Lender as their interests may appear. Any payment made by a Revolving Tranche A Lender pursuant to this paragraph to reimburse any the Issuing Bank Lender for any LC Disbursement (other than the funding of an ABR Revolving Borrowing Loans as contemplated above) shall not constitute a Tranche A Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

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

Reimbursement. (i) If an any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying pay to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon1:00 p.m., New York City time, on the next Business Day immediately following the day that Business Day on which the Borrower shall have received notice from such Issuing Bank that payment of such LC Disbursement; provided that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment draft will be financed with an ABR Revolving Borrowing in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowingmade. If the Borrower fails to reimburse any LC Disbursement by make such payment when due, the time specified above in this paragraph, then applicable Issuing Bank shall notify the Administrative Agent and the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Revolving Lender’s Applicable Percentage Pro Rata Share thereof. Promptly following receipt of such notice, each Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent its Applicable Percentage not later than 12:00 p.m., New York City time, on such date (or, if such Revolving Lender shall have received such notice later than 12:00 p.m., New York City time, on any day, not later than 11:00 a.m., New York City time, on the immediately following Business Day), an amount equal to such Revolving Lender’s Pro Rata Share of the amount then due from the Borrower, unreimbursed LC Disbursement in the same manner as provided in Section 2.05 2.02(c) with respect to Revolving Loans made by such Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders under this paragraph)Lender, and the Administrative Agent shall will promptly remit pay to the applicable such Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the The Administrative Agent of will promptly pay to the applicable Issuing Bank any payment amounts received by it from the Borrower pursuant to this paragraph, the above paragraph prior to the time that any Revolving Lender makes any payment pursuant to the preceding sentence and any such amounts received by the Administrative Agent shall distribute such payment from the Borrower thereafter will be promptly remitted by the Administrative Agent to the applicable Issuing Bank or, to the extent that Revolving Lenders that shall have made such payments pursuant and to this paragraph to reimburse such Issuing Bank, then to such Revolving Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse any Issuing Bank for any LC Disbursement (other than the funding of an ABR Revolving Borrowing as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursementappropriate.

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

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

Reimbursement. If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noonon the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 9:00 a.m., New York City time, on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then on the Business Day immediately following the day that the Borrower received notice of receives such LC Disbursementnotice; provided that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section Sections 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or a Swingline Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving BorrowingBorrowing or Swingline Loan. If the Borrower fails to reimburse any LC Disbursement by the time specified above in this paragraphmake such payment when due, then the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the amount payment then due from the Borrower, in the same manner as provided in Section 2.05 2.07 with respect to Loans made by such Lender (and Section 2.05 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders under this paragraphLenders), and the Administrative Agent shall promptly remit pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Revolving Lenders and such the applicable Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse any an Issuing Bank for any LC Disbursement (other than the funding of an ABR Revolving Borrowing Loans or Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

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

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

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

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

Reimbursement. If an the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower Borrowers shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than (a) 12:00 noon, New York, New York City time, on the date that such LC Disbursement is made, if the applicable Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York, New York time, one Business Day prior to such date or (b) if such notice has not been received by the applicable Borrower prior to such time on such date, then not later than 12:00 noon, New York, New York time, two Business Days immediately following the day that the Borrower received notice of Borrowers receive such LC Disbursementnotice; provided that the Borrower maythat, subject to the conditions to borrowing if an Event of Default set forth hereinin Article 7(g) shall not have occurred and be continuing, request the Borrowers shall be deemed to have requested in accordance with Section 2.03 2.2 that such payment be financed with an ABR Revolving Borrowing Loan in an equivalent amount and, to the extent so financed, the Borrower’s Borrowers' obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving BorrowingLoan. If the Borrower fails Borrowers fail to reimburse any LC Disbursement by the time specified above in this paragraphmake such payment when due, then the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower Borrowers in respect thereof and such Revolving Lender’s Applicable 's Loan Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Loan Percentage of the amount payment then due from the BorrowerBorrowers, in the same manner as provided in Section 2.05 2.2 with respect to Term Loans made by such Lender (and Section 2.05 2.2 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders under this paragraphLenders), and the Administrative Agent shall promptly remit pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower Borrowers pursuant to this paragraphSection 2.3(e), the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph Section 2.3(e) to reimburse such the Issuing Bank, then to such Revolving Lenders and such the Issuing Bank as their interests interest may appear. Any payment made by a Revolving Lender pursuant to this paragraph Section 2.3(e) to reimburse any the Issuing Bank for any LC Disbursement (other than the funding of an ABR Revolving Borrowing Loans as contemplated above) shall not constitute a Term Loan and shall not relieve the Borrower Borrowers of its their obligation to reimburse such LC Disbursement.

Reimbursement. If an the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower Company shall reimburse such LC Disbursement by paying to the Administrative Agent in an amount equal to such LC Disbursement not later than 12:00 noon1:00 p.m., New York City timeLocal Time, on the date that such LC Disbursement is made, if the Company shall have received notice of such LC Disbursement prior to 10:00 a.m., Local Time, on such date, or, if such notice has not been received by the Company prior to such time on such date, then not later than 1:00 p.m., Local Time, on the Business Day immediately following the day that the Borrower received notice of Company receives such notice; provided that, if such LC Disbursement; provided that Disbursement is not less than the Borrower Equivalent Amount of $100,000, the Company may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount the Dollar Amount of such LC Disbursement and, to the extent so financed, the BorrowerCompany’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving BorrowingBorrowing or Swingline Loan. If the Borrower Company fails to reimburse any LC Disbursement by the time specified above in this paragraphmake such payment when due, then the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower Company in respect thereof and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the amount payment then due from the BorrowerCompany, in the same manner as provided in Section 2.05 2.07 with respect to Loans made by such Lender (and Section 2.05 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders under this paragraphLenders), and the Administrative Agent shall promptly remit pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower Company pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such the Issuing Bank, then to such Revolving Lenders and such the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse any the Issuing Bank for any LC Disbursement (other than the funding of an ABR Revolving Borrowing Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower Company of its obligation to reimburse such LC Disbursement. If the Company’s reimbursement of, or obligation to reimburse, any amounts in any Foreign Currency would subject a Credit Party to any stamp duty, ad valorem charge or similar tax that would not be payable if such reimbursement were made or required to be made in U.S. Dollars, the Company shall, at its option, either (x) pay the amount of any such tax requested by such Credit Party or (y) reimburse each LC Disbursement made in such Foreign Currency in U.S. Dollars, in an amount equal to the Dollar Amount, calculated using the applicable exchange rates, on the date such LC Disbursement is made, of such LC Disbursement.

Reimbursement. If an any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon5:00 p.m., New York City time, on the Business Day immediately following the day that date on which the Borrower received receives notice of such LC Disbursement; provided that the Borrower may, at its election and subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 2.3 or Section 2.4, as applicable, that such payment be financed with an ABR a Revolving Borrowing or a Swingline Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving BorrowingBorrowing or Swingline Loan. If the Borrower fails to reimburse any LC Disbursement by the time specified above in this paragraphmake such payment when due, then the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the amount payment then due from the Borrower, in the same manner as provided in Section 2.05 2.6 with respect to Loans made by such Lender (and Section 2.05 2.6 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders under this paragraphLenders), and the Administrative Agent shall promptly remit pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Revolving Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse any Issuing Bank for any LC Disbursement (other than the funding of an ABR Revolving Borrowing Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

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

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

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

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

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

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

Reimbursement. If an the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon3:00 p.m., New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 3:00 p.m., New York City time, on the Business Day immediately following the day date that the Borrower received notice of receives such LC Disbursementnotice; provided that the Borrower mayshall, subject to the conditions to borrowing Borrowing set forth herein, be deemed to have requested, and the Borrower does hereby request in accordance with Section 2.03 under such circumstances, that such payment be financed with an ABR Revolving Borrowing in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing. If the Borrower fails to reimburse any LC Disbursement by the time specified above in this paragraphmake such payment when due, then the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the amount payment then due from the Borrower, in the same manner as provided in Section 2.05 with respect to Loans made by such Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders under this paragraphLenders), and the Administrative Agent shall promptly remit pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraphSection 2.08(e), the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph Section 2.08(e) to reimburse such the Issuing Bank, then to such Revolving Lenders and such the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph Section 2.08(e) to reimburse any the Issuing Bank for any LC Disbursement (other than the funding of an ABR Revolving Borrowing Loans as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

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

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

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

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

Reimbursement. If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Issuing Bank, with notice of such payment given to the Administrative Agent Agent, an amount equal to such LC Disbursement in the same currency as the LC Disbursement not later than 12:00 noon4:00 p.m., New York City time, on the Business Day immediately following the day that the Borrower received receives notice of such LC Disbursement; provided that that, if such LC Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or Section 2.04 that such payment be financed with an ABR Revolving Loan Borrowing or a Swingline Loan, in each case in an equivalent amount amount, and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving BorrowingLoan Borrowing or Swingline Loan. If the Borrower fails to reimburse any LC Disbursement by the time specified above in this paragraphmake such payment when due, then the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the amount payment then due from the Borrower, in dollars and in the same manner as provided in Section 2.05 2.06 with respect to Loans made by such Lender (and Section 2.05 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders under pursuant to this paragraph), and the Administrative Agent shall promptly remit to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank in dollars or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Revolving Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse any Issuing Bank for any LC Disbursement (other than the funding of an ABR Revolving Borrowing Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on (i) the Business Day immediately after the Business Day that the Borrower receives notice of such LC Disbursement, if such notice is received prior to 5:00 p.m., New York City time, on the day of receipt, or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received notice prior to such time on the day of such LC Disbursementreceipt; provided that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or Section 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving BorrowingBorrowing or Swingline Loan. If the Borrower fails to reimburse any LC Disbursement by the time specified above in this paragraphmake such payment when due, then the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof thereof, and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the amount payment then due from the Borrower, in the same manner as provided in Section 2.05 2.07 with respect to Loans made by such Lender (and Section 2.05 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders under this paragraphLenders), and the Administrative Agent shall promptly remit pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such the Issuing Bank, then to such Revolving Lenders and such the Issuing Bank Bank, as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse any the Issuing Bank for any LC Disbursement (other than the funding of an ABR Revolving Borrowing Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

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

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

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

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

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

Reimbursement. If an the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon11:00 a.m., New York City time, on (i) the Business Day that the Borrower receives notice of such LC Disbursement, if such notice is received prior to 9:00 a.m., New York City time, on the day of receipt, or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is received notice after 9:00 a.m., New York City time, on the day of receipt; provided that, if such LC Disbursement; provided that Disbursement is greater than or equal to $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment be financed with an ABR Revolving Borrowing in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing. If the Borrower fails to reimburse any LC Disbursement by the time specified above in this paragraphmake such payment when due, then the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof thereof, and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the amount payment then due from the Borrower, in the same manner as provided in Section 2.05 2.07 with respect to Loans made by such Lender (and Section 2.05 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders under this paragraphLenders), and the Administrative Agent shall promptly remit pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such the Issuing Bank, then to such Revolving Lenders and such the Issuing Bank Bank, as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse any the Issuing Bank for any LC Disbursement (other than the funding of an ABR Revolving Borrowing Loans as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

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

Reimbursement. If an the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower Altair Engineering shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon11:00 a.m., New York City eastern time, on (i) the Business Day that Altair Engineering receives notice of such LC Disbursement, if such notice is received prior to 10:00 a.m., eastern time, on the day of receipt, or (ii) the Business Day immediately following the day that Altair Engineering receives such notice, if such notice is received after 10:00 a.m., eastern time, on the Borrower received notice day of such LC Disbursementreceipt; provided that the Borrower Altair Engineering may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR a CBFR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the BorrowerAltair Engineering’s obligation to make such payment shall be discharged and replaced by the resulting ABR CBFR Revolving BorrowingBorrowing or Swingline Loan. If the Borrower Altair Engineering fails to reimburse any LC Disbursement by the time specified above in this paragraphmake such payment when due, then the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower Altair Engineering in respect thereof thereof, and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the amount payment then due from the BorrowerAltair Engineering, in the same manner as provided in Section 2.05 2.07 with respect to Loans made by such Lender (and Section 2.05 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders under this paragraphLenders), and the Administrative Agent shall promptly remit pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower Altair Engineering pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such the Issuing Bank, then to such Revolving Lenders and such the Issuing Bank Bank, as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse any the Issuing Bank for any LC Disbursement (other than the funding of an ABR CBFR Revolving Borrowing Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower Altair Engineering of its obligation to reimburse such LC Disbursement.

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

Reimbursement. If an any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower Company shall reimburse such LC Disbursement by paying to the U.S. Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon1:00 p.m., New York City time, on the date that such LC Disbursement is made, if the Company shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by the Company prior to such time on such date, then not later than 1:00 p.m., New York City time, on the Business Day immediately following the day that the Borrower received notice of Company receives such notice; provided that, if such LC Disbursement; provided that Disbursement is not less than US$10,000, the Borrower Company may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with an ABR U.S. Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the BorrowerCompany’s obligation to make such payment shall be discharged and replaced by the resulting ABR U.S. Revolving BorrowingBorrowing or Swingline Loan. If the Borrower Company fails to reimburse any LC Disbursement by make such payment when due, the time specified above in this paragraph, then the U.S. Administrative Agent shall notify each Revolving U.S. Lender of the applicable LC Disbursement, the payment then due from the Borrower Company in respect thereof and such Revolving U.S. Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving U.S. Lender shall pay to the U.S. Administrative Agent its Applicable Percentage of the amount payment then due from the BorrowerCompany, in the same manner as provided in Section 2.05 2.06 with respect to U.S. Revolving Loans made by such U.S. Lender (and Section 2.05 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders under this paragraphU.S. Lenders), and the U.S. Administrative Agent shall promptly remit pay to the applicable Issuing Bank the amounts so received by it from the Revolving U.S. Lenders. Promptly following receipt by the U.S. Administrative Agent of any payment from the Borrower Company pursuant to this paragraph, the U.S. Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving U.S. Lenders have made payments pursuant to this paragraph to reimburse such the applicable Issuing Bank, then to such Revolving U.S. Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving U.S. Lender pursuant to this paragraph to reimburse any an Issuing Bank for any LC Disbursement (other than the funding of an ABR U.S. Revolving Borrowing Loans or a Swingline Loan as contemplated above) shall not constitute a U.S. Revolving Loan and shall not relieve the Borrower Company of its obligation to reimburse such LC Disbursement.

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

Reimbursement. If an the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon1:00 p.m., New York City eastern time, on (i) the Business Day that the Borrower receives notice of such LC Disbursement, if such notice is received prior to 9:00 a.m., eastern time, on the day of receipt, or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is received notice after 9:00 a.m., eastern time, on the day of such LC Disbursementreceipt; provided that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment be financed with an ABR Revolving Borrowing in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing. If the Borrower fails to reimburse any LC Disbursement by the time specified above in this paragraphmake such payment when due, then the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof thereof, and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the amount payment then due from the Borrower, in the same manner as provided in Section 2.05 with respect to Loans made by such Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders under this paragraphLenders), and the Administrative Agent shall promptly remit pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such the Issuing Bank, then to such Revolving Lenders and such the Issuing Bank Bank, as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse any the Issuing Bank for any LC Disbursement (other than the funding of an ABR Revolving Borrowing Loans as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

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

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

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

Reimbursement. If an Issuing any Bank shall make any LC Disbursement in respect of a any Letter of Credit, the Borrower relevant Subsidiary Account Party shall reimburse such Bank in respect of any such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon5:00 p.m., New York City time, on the Domestic Business Day immediately following the day that the Borrower received relevant Subsidiary Account Party receives notice of such LC Disbursement; provided that that, if at any time during the Borrower mayCommitment Availability Period any LC Disbursement has not been reimbursed by or on behalf of the relevant Subsidiary Account Party prior to the applicable time, the Company shall be deemed to have requested a Base Rate Borrowing in an equivalent amount to be disbursed on the Domestic Business Day such reimbursement is due, subject to the conditions to borrowing set forth hereinin Section 3.01 (other than receipt of a Notice of Borrowing by the Administrative Agent), request in accordance with Section 2.03 that to finance such payment be financed with an ABR Revolving Borrowing in an equivalent amount andpayment, and to the extent so financed, the Borrowerrelevant Subsidiary Account Party’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Base Rate Borrowing. If the Borrower fails to reimburse any LC Disbursement by the time specified above in this paragraph; provided, then the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the amount then due from the Borrower, in the same manner as provided in Section 2.05 further that with respect to Loans made any unreimbursed amount that is not fully refinanced by a Base Rate Borrowing because the conditions set forth in Section 3.01 cannot be satisfied, such Lender unreimbursed amount (together with interest) shall be immediately due and Section 2.05 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders under this paragraph), and the Administrative Agent shall promptly remit to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt payable by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Revolving Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse any Issuing Bank for any LC Disbursement (other than the funding of an ABR Revolving Borrowing as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursementrelevant Subsidiary Account Party without further demand.

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

Reimbursement. If an the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement in the currency in which it is denominated not later than 12:00 noon4:00 P.M., New York City time, on the Business Day immediately following the day that the Borrower received receives notice of such LC Disbursement; provided that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section Sections 2.03 or 2.04 that such payment be financed with an ABR a Swingline Loan or a Revolving Borrowing (which, if the LC Disbursement is denominated in an Available Currency, may be denominated in Available Currency), in each case, in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving BorrowingBorrowing or Swingline Loan. If the Borrower fails to reimburse any LC Disbursement by the time specified above in this paragraphmake such payment when due, then the Administrative Agent shall notify each Revolving Lender in writing of the applicable LC Disbursement, the Dollar Amount of the payment then due from the Borrower in respect thereof and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent in Dollars its Applicable Percentage of the amount Dollar Amount of the payment then due from the Borrower, in the same manner as provided in Section 2.05 2.06 with respect to Loans made by such Lender (and Section 2.05 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders under this paragraphLenders), and the Administrative Agent shall promptly remit pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such the Issuing Bank, then to such Revolving Lenders and such the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse any the Issuing Bank for any LC Disbursement (other than the funding of an ABR Revolving Borrowing Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement. After receipt of any payments from the Revolving Lenders under this paragraph, the Borrower’s obligation to reimburse such LC Disbursement, if originally denominated in an Available Currency, shall convert to a Dollar denominated obligation in a Dollar Amount calculated as of date the payments by the Revolving Lenders are received and any future payments by the Borrower in respect thereof shall be made in Dollars.

Reimbursement. If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time4:00 P.M., on the Business Day immediately following the day that the Borrower received receives notice of such LC Disbursement; provided that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment be financed with an ABR Revolving Borrowing in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing. If the Borrower fails to reimburse any LC Disbursement by the time specified above in this paragraphmake such payment when due, then the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the amount payment then due from the Borrower, in Dollars and in the same manner as provided in Section 2.05 2.2(a) and Section 2.3(a)-(d) and with respect to Loans made by such Lender (and Section 2.05 2.2(a) and Section 2.3(a)-(d) shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders under pursuant to this paragraphclause (f)), and the Administrative Agent shall promptly remit to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraphclause (f), the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph clause (f) to reimburse such Issuing Bank, then to such Revolving Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph clause (f) to reimburse any Issuing Bank for any LC Disbursement (other than the funding of an ABR Revolving Borrowing as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an the Issuing Bank Lender shall make any LC Disbursement in respect of a Letter of Credit, the Borrower Company shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Company shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by the Company prior to such time on such date, then not later than 12:00 noon, New York City time, on (i) the Business Day that the Company receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (ii) the Business Day immediately following the day that the Borrower Company receives such notice, if such notice is not received notice prior to such time on the day of receipt; provided that, if such LC Disbursement; provided that Disbursement is not less than $100,000, the Borrower Company may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 2.01 or 2.06 that such payment be financed with an ABR Revolving Borrowing Credit Loan or a Swingline Loan in an equivalent amount and, to the extent so financed, the BorrowerCompany’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving BorrowingCredit Loan or Swingline Loan. If the Borrower Company fails to reimburse any LC Disbursement by the time specified above in this paragraphmake such payment when due, then the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower Company in respect thereof and such Revolving Lender’s Applicable Percentage Commitment Proportion thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage Commitment Proportion of the amount payment then due from the BorrowerCompany, in the same manner as provided in Section 2.05 3.11 with respect to Loans made by such Lender (and Section 2.05 3.11 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders under this paragraphLenders), and the Administrative Agent shall promptly remit pay to the applicable Issuing Bank Lender the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower Company pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank Lender or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such the Issuing BankLender, then to such Revolving Lenders and such the Issuing Bank Lender as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse any the Issuing Bank Lender for any LC Disbursement (other than the funding of an ABR Revolving Borrowing Credit Loan or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower Company of its obligation to reimburse such LC Disbursement.

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

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

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

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

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

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

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

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

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

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

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

Reimbursement. If an the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower Borrowers shall reimburse such LC Disbursement by paying to the Administrative Agent Issuing Bank an amount equal to such LC Disbursement not later than 12:00 noon2:00 p.m., New York City time, on the date that such LC Disbursement is made, if Borrowers shall have received notice of such LC Disbursement prior to 11:00 a.m., New York City time, on such date, or the Business Day immediately following the day that the Borrower Borrowers receive such notice, if such notice is not received notice of such LC Disbursementprior to 11:00 a.m., New York City time; provided that the Borrower Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.16 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrower’s Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving BorrowingBorrowing or Swingline Loan. If Borrowers fail to make such payment when due, the Borrower fails to reimburse any LC Disbursement by Issuing Bank shall notify the time specified above in this paragraph, then Administrative Agent and the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower Borrowers in respect thereof and such Revolving Lender’s Applicable Pro Rata Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Pro Rata Percentage of the amount then due from the Borrower, unreimbursed LC Disbursement in the same manner as provided in Section 2.05 2.02(f) with respect to Loans made by such Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders under this paragraph)Lender, and the Administrative Agent shall promptly remit pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank orshall, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such the Issuing Bank, then distribute such payment to such Revolving Lenders and such the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse any the Issuing Bank for any LC Disbursement (other than the funding of an ABR Revolving Borrowing Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower Borrowers of its their obligation to reimburse such LC Disbursement.

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

Reimbursement. If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars an amount equal to such LC Disbursement not later than 12:00 noonon (i) the Business Day that the Borrower receives such notice, New York City time, if such notice is received prior to 11:00 a.m. on the day of receipt or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received notice prior to such time on the day of such LC Disbursementreceipt; provided that unless the Borrower mayelects otherwise, the Borrower shall be deemed, subject to the conditions to borrowing set forth herein, request to have requested in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or, if such amount is less than $1,000,000, Swingline Loan in an equivalent amount of such LC Disbursement and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving BorrowingBorrowing or Swingline Loan. If the Borrower fails to reimburse any LC Disbursement by the time specified above in this paragraphmake such payment when due, then the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the amount payment then due from the Borrower, in the same manner as provided in Section 2.05 2.06 with respect to Loans made by such Revolving Lender (and Section 2.05 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders under this paragraphLenders), and the Administrative Agent shall promptly remit pay to the applicable relevant Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable relevant Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Revolving Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse any an Issuing Bank for any LC Disbursement (other than the funding of an ABR Revolving Borrowing Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

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

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

Reimbursement. If an the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower Company shall reimburse such LC Disbursement by paying to the Administrative Agent an the amount equal to of such LC Disbursement, not later than 1:00 p.m., Chicago time, on the date that such LC Disbursement is made, if the Company shall have received notice of such LC Disbursement prior to 11:00 a.m., Chicago time, on such date, or, if such notice has not been received by the Company prior to such time on such date, then not later than 12:00 noon1:00 p.m., New York City Chicago time, on (i) the Business Day that the Company receives such notice, if such notice is received prior to 11:00 a.m., Chicago time, on the day of receipt, or (ii) the Business Day immediately following the day that the Borrower Company receives such notice, if such notice is not received notice prior to such time on the day of such LC Disbursementreceipt; provided that the Borrower Company may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent the amount of such LC Disbursement and, to the extent so financed, the BorrowerCompany’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving BorrowingBorrowing or Swingline Loan. If the Borrower Company fails to reimburse any LC Disbursement by the time specified above in this paragraphmake such payment when due, then the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower Company in respect thereof and such Revolving Lender’s Applicable Revolving Credit Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Revolving Credit Percentage of the amount payment then due from the BorrowerCompany, in the same manner as provided in Section 2.05 2.07 with respect to Loans made by such Revolving Lender (and Section 2.05 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders under this paragraphLenders), and the Administrative Agent shall promptly remit pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower Company pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that the Revolving Lenders have made payments pursuant to this paragraph to reimburse such the Issuing Bank, then to such Revolving Lenders and such the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse any the Issuing Bank for any LC Disbursement (other than the funding of an ABR Revolving Borrowing Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower Company of its obligation to reimburse such LC Disbursement.

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

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

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

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

Reimbursement. If an the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 11:00 a.m., New York City time, on such date, or if such notice has not been received by the Borrower prior to such time on such date, then not later than 12:00 noon, New York City time, on the Business Day immediately following the day that the Borrower received notice of receives such LC Disbursement; provided that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment be financed with an ABR Revolving Borrowing in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowingnotice. If the Borrower fails to reimburse any LC Disbursement by the time specified above in make such payment under this paragraphparagraph when due, then the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Revolving Lender’s Applicable 's Commitment Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Commitment Percentage of the amount payment then due from the Borrower, in the same manner as provided in Section 2.05 with respect to Loans made by such Lender 2.3 (and Section 2.05 2.3 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders under this paragraphLenders), and the Administrative Agent shall promptly remit pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such the Issuing Bank, then to such Revolving Lenders and such the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse any the Issuing Bank for any LC Disbursement (other than the funding of an ABR Revolving Borrowing a Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower Company and any applicable Subsidiary (if such Letter of Credit was issued for the account of a Subsidiary) shall jointly and severally reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City timeLocal Time, on the date that such LC Disbursement is made, if the Company shall have received notice of such LC Disbursement prior to 10:00 a.m., Local Time, on such date, or, if such notice has not been received by the Company prior to such time on such date, then not later than 12:00 noon, Local Time, on the Business Day immediately following the day that the Borrower Company receives such notice, if such notice is not received notice prior to such time on the day of such LC Disbursementreceipt; provided that the Borrower Company may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the BorrowerCompany’s and any applicable Subsidiary’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving BorrowingBorrowing or Swingline Loan. If the Borrower fails Company and any applicable Subsidiary fail to reimburse any LC Disbursement by make such payment when due, such amount, if denominated in Foreign Currency (other than an amount in Canadian Dollars constituting an ABR Borrowing) shall be converted to Dollars and shall bear interest at the time specified above in this paragraph, then Alternate Base Rate and the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower Company and any applicable Subsidiary in respect thereof and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the amount payment then due from the BorrowerCompany and any applicable Subsidiary, in the same manner as provided in Section 2.05 2.06 with respect to Loans made by such Lender (and Section 2.05 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders under this paragraphLenders), and the Administrative Agent shall promptly remit pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower Company or any applicable Subsidiary pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such the Issuing Bank, then to such Revolving Lenders and such the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse any the Issuing Bank for any LC Disbursement (other than the funding of an ABR Revolving Borrowing Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower Company and any applicable Subsidiary of its their obligation to reimburse such LC Disbursement.

Reimbursement. If an Issuing Bank Lender shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon2:00 p.m., New York City time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 2:00 p.m., New York City time, on (i) the Business Day that the Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt or (ii) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received notice prior to such time on the day of such LC Disbursementreceipt; provided that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment be financed with an ABR Revolving Borrowing a Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving BorrowingLoan. If the Borrower fails to reimburse any LC Disbursement by the time specified above in this paragraphmake such payment when due, then the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the amount payment then due from the Borrower, in the same manner as provided in Section 2.05 5.01 with respect to Loans made by such Lender (and Section 2.05 5.01 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders under this paragraphSection 4.01(e)), and the Administrative Agent shall promptly remit pay to the applicable such Issuing Bank Lender the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraphSection 4.01(e), the Administrative Agent shall distribute such payment to the applicable such Issuing Bank Lender or, to the extent that Revolving Lenders have made payments pursuant to this paragraph Section 4.01(e) to reimburse such Issuing BankLender, then to such Revolving Lenders and such Issuing Bank Lender as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph Section 4.01(e) to reimburse any Issuing Bank Lender for any LC Disbursement (other than the funding of an ABR Revolving Borrowing Loans as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

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

Reimbursement. If an the Issuing Bank shall make any LC Disbursement in respect of a Letter of CreditCredit in a Core Currency, the Borrower applicable Letter of Credit Applicant shall reimburse such LC Disbursement in the Core Currency in which such Letter of Credit is denominated. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit in a Non-Core Currency, the applicable Letter of Credit Applicant shall reimburse such LC Disbursement in Dollars in an amount equal to the Issuing Bank’s all-in cost of funds in Dollars to fund such draft as determined by the Issuing Bank (each a “Dollar Reimbursement Amount”). In connection with each obligation of a Letter of Credit Applicant to pay a Dollar Reimbursement Amount under this Section 2.9(e), the Issuing Bank shall deliver to such Letter of Credit Applicant, the Parent and the Administrative Agent a written statement setting forth such Dollar Reimbursement Amount. The Issuing Bank’s determination of such Dollar Reimbursement Amount shall be conclusive absent manifest error. The Letter of Credit Applicant shall reimburse each such LC Disbursement by paying to the Administrative Agent Issuing Bank at its Applicable Payment Office an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, 4:00 p.m. (local time in the city in which such Applicable Payment Office is located) on the Business Day immediately following the day date that the Borrower such LC Disbursement is made, if such Letter of Credit Applicant shall have received written notice (by hand delivery or telecopy) of such LC Disbursement; Disbursement prior to 12:00 noon (local time in the city in which such Applicable Payment Office is located) on such date, or if such written notice has not been received by such Letter of Credit Applicant prior to such time on such date, then not later than 4:00 p.m. (local time in the city in which such Applicable Payment Office is located) on the next succeeding Business Day, provided that (A) in addition to such written notice, the Borrower officers of the Administrative Agent primarily responsible for the administration of this Agreement shall, promptly after they receive notice that a draft in respect of such LC Disbursement has been presented to the Issuing Bank, use reasonable efforts to notify such Letter of Credit Applicant of such draft by telephone, provided, further, that the failure of such Letter of Credit Applicant to receive any such telephonic notice from the Administrative Agent or any officer thereof shall not in any manner affect such Letter of Credit Applicant’s obligation to reimburse such LC Disbursement in accordance with the terms of this Section, and (B) if such LC Disbursement is not less than $1,000,000 (or the Dollar Equivalent thereof), the Parent may, subject to the conditions to of borrowing set forth herein, request in accordance with Section 2.03 2.3 that such payment be financed with an ABR a Revolving Borrowing Loan or a Swing Line Loan in the applicable Currency (Dollars in the case of a Letter of Credit issued in a Non-Core Currency) in an equivalent amount and, to the extent so financed, the Borrowerapplicable Letter of Credit Applicant’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving BorrowingLoan or a Swing Line Loan, as applicable. If the Borrower Parent or the applicable Letter of Credit Applicant fails to reimburse any LC Disbursement by make such payment under this subsection when due, the time specified above in this paragraph, then Issuing Bank shall notify the Administrative Agent thereof and the Administrative Agent shall then notify each Revolving applicable Lender of the applicable LC Disbursement, the payment then due from the Borrower Parent or the applicable Letter of Credit Applicant in respect thereof and such Revolving Lender’s Applicable 's Core Currency Commitment Percentage thereof. Promptly following receipt of such notice, each Revolving applicable Lender shall pay to the Administrative Agent its Applicable Core Currency Commitment Percentage of the amount payment then due from the BorrowerParent or such Letter of Credit Applicant, in the applicable Currency (Dollars in the case of a Letter of Credit issued in a Non-Core Currency) and in the same manner as provided in Section 2.05 2.3 with respect to Revolving Loans made by such Lender (and Section 2.05 2.3 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders under this paragraphLenders), and the Administrative Agent shall promptly remit pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower Parent or such Letter of Credit Applicant pursuant to this paragraphsubsection, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph subsection to reimburse such the Issuing Bank, then to such Revolving Lenders and such the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph subsection to reimburse any the Issuing Bank for any LC Disbursement (other than the funding of an ABR Revolving Borrowing Loans or Swing Line Loans as contemplated above) shall not constitute a Loan and shall not relieve the Borrower Parent or the applicable Letter of Credit Applicant of its obligation to reimburse such LC Disbursement.

Reimbursement. If an the applicable Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the applicable Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent such Issuing Bank an amount equal to such LC Disbursement not later than 12:00 noon2:00 p.m., New York City time, on the date that such LC Disbursement is made, if such Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by such Borrower prior to such time on such date, then not later than 2:00 p.m., New York City time, on (i) the Business Day that such Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt or (ii) the Business Day immediately following the day that such Borrower receives such notice, if such notice is not received prior to such time on the Borrower received notice day of such LC Disbursementreceipt; provided that the such Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 2.02 that such payment be financed with an ABR a Revolving Borrowing Credit Advance in an equivalent amount and, to the extent so financed, the such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving BorrowingCredit Advance. If the such Borrower fails to reimburse any LC Disbursement by make such payment when due, the time specified above in this paragraph, then applicable Issuing Bank shall notify the Administrative Agent and the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the such Borrower in respect thereof and such Revolving Lender’s Applicable Commitment Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Commitment Percentage of the amount payment then due from the such Borrower, in the same manner as provided in Section 2.05 2.02 with respect to Loans Revolving Credit Advances made by such Lender (and Section 2.05 2.02 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders under this paragraphLenders), and the Administrative Agent shall promptly remit pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders; provided that such Borrower shall remain obligated to pay interest on such LC Disbursement until the applicable Issuing Bank is reimbursed for such LC Disbursement in accordance with subsection (g) of this Section 2.03. Promptly following receipt by the Administrative Agent of any payment from the such Borrower pursuant to this paragraphsubsection, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph subsection to reimburse such Issuing Bank, then to such Revolving Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph subsection to reimburse any the applicable Issuing Bank for any LC Disbursement (other than including the funding of an ABR Revolving Borrowing Credit Advances as contemplated above) shall not constitute a Loan Revolving Credit Advance and the applicable Borrower shall be deemed to have reimbursed the applicable Issuing Bank as of date of such payment and the Lenders shall be deemed to have extended, and such Borrower shall be deemed to have accepted, a Revolving Credit Advance in the aggregate principal amount of such payment without any further action on the part of any party, provided that if any such payment is not relieve deemed to be the Borrower funding of its obligation to reimburse a Revolving Credit Advance for any reason, such payment shall constitute the funding of such Lender’s participation in the applicable LC Disbursement.

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

Reimbursement. If an Issuing Bank shall make any LC Letter of Credit Disbursement in respect of a Letter of Credit, the Borrower Issuing Bank shall so notify Administrative Agent as provided in Section 2.5(g) and Company shall reimburse such LC Letter of Credit Disbursement by paying to the Administrative Agent an amount equal to such LC Letter of Credit Disbursement not later than 12:00 noon2:30 p.m., New York City time, on the date that such Letter of Credit Disbursement is made, if Company shall have received notice of such Letter of Credit Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by Company prior to such time on such date, then not later than 2:30 p.m., New York City time, on the Business Day immediately following the day that Company receives such notice, if such notice is not received prior to such time on the Borrower received notice day of such LC Disbursementreceipt; provided that the Borrower provided, Company may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 2.3 or Section 2.6 that such payment be financed with an ABR a Revolving Borrowing Loan that is a Base Rate Loan or a Swing Line Loan in an equivalent amount and, to the extent so financed, the Borrower’s Company's obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving BorrowingLoan or Swing Line Loan. If the Borrower Company fails to reimburse any LC Disbursement by the time specified above in this paragraphmake such payment when due, then the Administrative Agent shall notify each Revolving Lender of the applicable LC Letter of Credit Disbursement, the payment then due from the Borrower Company in respect thereof and such Revolving Lender’s Applicable Percentage 's Pro Rata Share thereof. Promptly following Following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage Pro Rata Share of the amount payment then due from the BorrowerCompany, in the same manner as provided in Section 2.05 2.6 with respect to Loans made by such Lender (and Section 2.05 2.6 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders under this paragraphLenders), and the Administrative Agent shall promptly remit pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower Company pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Revolving Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse any an Issuing Bank for any LC Letter of Credit Disbursement (other than the funding of an ABR Revolving Borrowing Loans as contemplated above) shall not constitute a Loan and shall not relieve the Borrower Company of its obligation to reimburse such LC Letter of Credit Disbursement.. -50-

Reimbursement. If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower Company shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Company shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by the Company prior to such time on such date, then not later than 12:00 noon, New York City time, on (i) the Business Day that the Company receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (ii) the Business Day immediately following the day that the Borrower Company receives such notice, if such notice is not received notice prior to such time on the day of such LC Disbursementreceipt; provided that the Borrower Company may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 2.02 that such payment be financed with an ABR Revolving Borrowing a Base Rate Loan in an equivalent amount and, to the extent so financed, the Borrower’s Company‘s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving BorrowingBase Rate Loan. If the Borrower Company fails to reimburse any LC Disbursement by the time specified above in this paragraphmake such payment when due, then the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower Company in respect thereof and such Revolving Lender’s Lender‘s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the amount payment then due from the BorrowerCompany, in the same manner as provided in Section 2.05 2.02 with respect to Committed Loans made by such Lender (and Section 2.05 4.04 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders under this paragraphLenders), and the Administrative Agent shall promptly remit pay to the applicable relevant Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower Company pursuant to this paragraph, the Credit Agreement Administrative Agent shall distribute such payment to the applicable relevant Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Revolving Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse any the relevant Issuing Bank for any LC Disbursement (other than the funding of an ABR Revolving Borrowing Base Rate Loans as contemplated above) shall not constitute a Loan and shall not relieve the Borrower Company of its obligation to reimburse such LC Disbursement.

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

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

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

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

Reimbursement. If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower Borrowers shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon3:00 pm, New York City time, on (i) the Business Day that Borrowers receive such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (ii) the Business Day immediately following the day that Borrowers receive such notice, if such notice is not received prior to such time on the Borrower received notice day of receipt; provided that, if such LC Disbursement; provided that the Borrower Disbursement is not less than $500,000 Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrower’s Borrowers' obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving BorrowingBorrowing or Swingline Loan. If the Borrower fails Borrowers fail to reimburse any LC Disbursement by the time specified above in this paragraphmake such payment when due, then the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower Borrowers in respect thereof and such Revolving Lender’s 's Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the amount payment then due from the BorrowerBorrowers, in the same manner as provided in Section 2.05 2.06 with respect to Loans made by such Lender (and Section 2.05 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders under this paragraphLenders), and the Administrative Agent shall promptly remit pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving the Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Revolving Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse any Issuing Bank for any LC Disbursement (other than the funding of an ABR Revolving Borrowing Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the any Borrower of its obligation to reimburse such LC Disbursement.

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

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

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

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

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

Reimbursement. If an Issuing a Fronting Bank shall make any LC Revolving L/C Disbursement in respect of a Revolving Letter of Credit, the Borrower or the Credit Party that is account party under such Letter of Credit shall reimburse such LC Disbursement by paying pay to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City timeAgent, on or before the Business Day immediately following the day that the Borrower received notice date of such LC Revolving L/C Disbursement; provided that the Borrower may, subject an amount equal to the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment be financed with an ABR Revolving Borrowing in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving BorrowingL/C Disbursement. If the Borrower fails or such Credit Party shall fail to reimburse pay any LC Disbursement by the time specified above in amount required to be paid under this paragraphparagraph on or before such Business Day (or to cause payment thereof when due pursuant to a Revolving Credit Borrowing), then (A) such unpaid amount shall bear interest, for each day from and including the day of such Revolving L/C Disbursement to but excluding the date of payment, at a rate per annum equal to the interest rate applicable to overdue ABR Loans that are Revolving Credit Loans pursuant to Section 2.07 (PROVIDED that the 2.00% margin applicable to overdue Loans shall not be applicable until the first Business Day after the Borrower receives notice from the Administrative Agent that such L/C Disbursement has been or will be made), (B) the Administrative Agent shall notify such Fronting Bank and the Revolving Credit Lenders thereof, (C) each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Credit Lender shall pay to the Administrative Agent comply with its Applicable Percentage obligation under paragraph (iv) above by wire transfer of the amount then due from the Borrowerimmediately available funds, in the same manner as provided in Section 2.05 2.02(c) with respect to Loans made by such Revolving Credit Lender (and Section 2.05 2.02(d) shall apply, mutatis mutandisMUTATIS MUTANDIS, to the payment obligations of the Revolving Lenders under this paragraph), Credit Lenders) and (D) the Administrative Agent shall promptly remit pay to the applicable Issuing such Fronting Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt The Administrative Agent shall promptly pay to each applicable Fronting Bank on a pro rata basis with respect to outstanding Revolving L/C Disbursements any amounts received by it from the Borrower or any other Credit Party pursuant to this paragraph prior to the time that any Revolving Credit Lender makes any payment pursuant to paragraph (iv) above; any such amounts received by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, thereafter shall be promptly remitted by the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent Revolving Credit Lenders that Revolving Lenders shall have made such payments pursuant and to this paragraph to reimburse such Issuing Fronting Bank, then to such Revolving Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse any Issuing Bank for any LC Disbursement (other than the funding of an ABR Revolving Borrowing as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

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

Reimbursement. If an the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent Issuing Bank an amount equal to such LC Disbursement not later than 12:00 noon3:00 p.m., New York City time, on the date that such LC Disbursement is made, if Borrower shall have received notice of such LC Disbursement prior to 11:00 a.m., New York City time, on such date, or, if such notice has not been received by Borrower prior to such time, on such date, then not later than 2:00 p.m., New York City time on the Business Day immediately following the day that the Borrower received notice of receives such LC Disbursementnotice; provided that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment be financed with an ABR Revolving Borrowing in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing. If the Borrower fails to reimburse any LC Disbursement by make such payment when due, the time specified above in this paragraph, then Issuing Bank shall notify the Administrative Agent and the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Revolving Lender’s Applicable Pro Rata Percentage thereof. Promptly following receipt of such notice, each Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent its Applicable on such date (or, if such Revolving Lender shall have received such notice later than 12:00 noon on any day, not later than 11:00 a.m. on the immediately following Business Day), an amount equal to such Revolving Lender’s Pro Rata Percentage of the amount then due from the Borrower, unreimbursed LC Disbursement in the same manner as provided in Section 2.05 2.02 with respect to Loans made by such Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders under this paragraph)Lender, and the Administrative Agent shall will promptly remit pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from Borrower pursuant to the above paragraph prior to the time that any Revolving Lender makes any payment pursuant to the preceding sentence; any such amounts received by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, thereafter will be promptly remitted by the Administrative Agent shall distribute such payment to the applicable Revolving Lenders that shall have made such payments and to the Issuing Bank orBank, as appropriate. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, each of such Revolving Lender and Borrower severally agrees to pay interest on such amount, for each day from including the date such amount is required to be paid in accordance with the foregoing to but excluding the date such amount is paid, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Revolving Lenders and such Administrative Agent for the account of the Issuing Bank as their interests may appear. Any payment made at (i) in the case of Borrower, the rate per annum set forth in Section 2.18(h) and (ii) in the case of such Lender, at a rate determined by a Revolving Lender pursuant to this paragraph to reimburse any Issuing Bank for any LC Disbursement (other than the funding of an ABR Revolving Borrowing as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC DisbursementAdministrative Agent in accordance with banking industry rules or practices on interbank compensation.

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

Reimbursement. (a) If an the Issuing Bank Lender shall make any LC Disbursement in respect of a payment under any Letter of CreditCredit issued for the account of the Company, the Borrower Company shall reimburse such LC Disbursement payment by paying to the Administrative Agent Issuing Lender an amount equal to such LC Disbursement payment not later than 12:00 noon, New York City time, on the date that such payment by the Issuing Lender is made, if the Company shall have received notice of such payment prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by the Company prior to such time on such date, then not later than 12:00 noon, New York City time, on (i) the Business Day that the Company receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (ii) the Business Day immediately following the day that the Borrower Company receives such notice, if such notice is not received notice prior to such time on the day of such LC Disbursementreceipt; provided that if such payment by the Borrower Issuing Lender is not less than $250,000, the Company may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 5.1 that such payment be financed with an ABR Revolving Borrowing Alternate Base Rate Loan or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrower’s Company's obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving BorrowingAlternate Base Rate Loan or Swingline Loan. If the Borrower Company fails to reimburse any LC Disbursement by the time specified above in this paragraphmake such payment when due, then the Administrative Agent shall notify each Revolving Lender of the applicable LC DisbursementL/C Obligation, the payment then due from the Borrower Company in respect thereof and such Lender's pro rata share (based on its Revolving Lender’s Applicable Percentage thereofCredit Commitment) of such L/C Obligation. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage for the account of the amount Issuing Lender its pro rata share (based on its Revolving Credit Commitment) of such L/C Obligation then due from the Borrower, in the same manner as provided in Section 2.05 with respect to Loans made by such Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders under this paragraph), and the Administrative Agent shall promptly remit to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Revolving Lenders and such Issuing Bank as their interests may appearCompany. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse any the Issuing Bank Lender for any LC L/C Disbursement (other than the funding of an ABR Revolving Borrowing Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC L/C Disbursement.

Reimbursement. If an the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower Company shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on the date that such LC Disbursement is made, if the Company shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by the Company prior to such time on such date, then not later than 12:00 noon, New York City time, on (i) the Business Day that the Company receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (ii) the Business Day immediately following the day that the Borrower Company receives such notice, if such notice is not received notice prior to such time on the day of receipt; provided that, if such LC Disbursement; provided that Disbursement is not less than $10,000,000, the Borrower Company may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 2.01 that such payment be financed with an ABR Revolving a Borrowing consisting of Alternate Base Rate Loans in an equivalent amount and, to the extent so financed, the BorrowerCompany’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing. If the Borrower Company fails to reimburse any LC Disbursement by the time specified above in this paragraphmake such payment when due, then the Administrative Agent shall notify each Revolving Lender Bank of the applicable LC Disbursement, the payment then due from the Borrower Company in respect thereof and such Revolving LenderBank’s Applicable Percentage Proportional Share thereof. Promptly following receipt of such notice, each Revolving Lender Bank shall pay to the Administrative Agent its Applicable Percentage Proportional Share of the amount payment then due from the BorrowerCompany, in the same manner as provided in Section 2.05 2.04 with respect to Loans made by such Lender Bank (and Section 2.05 2.04 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders under this paragraphBanks), and the Administrative Agent shall promptly remit pay to the applicable Issuing Bank the amounts so received by it from the Revolving LendersBanks. Promptly following receipt by the Administrative Agent of any payment from the Borrower Company pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders Banks have made payments pursuant to this paragraph to reimburse such the Issuing Bank, then to such Revolving Lenders Banks and such the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender Bank pursuant to this paragraph to reimburse any the Issuing Bank for any LC Disbursement (other than the funding of an ABR Revolving Borrowing Alternate Base Rate Loans as contemplated above) shall not constitute a Loan and shall not relieve the Borrower Company of its obligation to reimburse such LC Disbursement.