Common use of Disbursement Procedures; Funding of Participations Clause in Contracts

Disbursement Procedures; Funding of Participations. (i) The Fronting Bank shall, promptly following its receipt thereof (and, in any event, within any time specified in the text of the relevant Fronted Letters of Credit), examine all documents purporting to represent a demand for payment under a Fronted Letter of Credit. The Fronting Bank shall promptly on the Business Day of completion of such examination notify the Administrative Agent and the applicable Borrower by telephone (confirmed by email) of such demand for payment and whether the Fronting Bank has made or will make a LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the applicable Borrower of its obligation to reimburse the Fronting Bank and the Lenders with respect to any such LC Disbursement. If the applicable Borrower shall fail to reimburse the Fronting Bank for such LC Disbursement on the date and time specified in SECTION 3.03(e), the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the applicable Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Each Lender (including the Lender acting as Fronting Bank) shall upon such notice make funds available in Dollars to the Administrative Agent for the account of the Fronting Bank in an amount equal to its Applicable Percentage of the unpaid LC Disbursement (such amount, its “LC Advance”) not later than 2:00 p.m. (New York city time) on the Business Day specified in such notice by the Administrative Agent, and the Administrative Agent shall distribute such funds to the Fronting Bank. No such making of a LC Advance shall relieve or otherwise impair the obligation of the applicable Borrower to reimburse the Fronting Bank for the amount of any payment made by the Fronting Bank under such Letter of Credit, together with interest as provided herein. (ii) If any Lender fails to make available to the Administrative Agent for the account of the Fronting Bank any amount required to be paid by such Lender pursuant to the foregoing provisions of this SECTION 3.03(d) by the time specified therein, the Fronting Bank shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Fronting Bank at a rate per annum equal to the Federal Funds Rate from time to time in effect. A certificate of the Fronting Bank submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (ii) shall be conclusive absent manifest error. Until a Lender funds its LC Advance pursuant to this SECTION 3.03(d) to reimburse the Fronting Bank for any LC Disbursement, interest in respect of such Lender’s LC Advance shall be solely for the account of the Fronting Bank.

Disbursement Procedures; Funding of Participations. (i) The Fronting Bank shall, promptly following its receipt thereof (and, in any event, within any time specified in the text of the relevant Fronted Letters of Credit), examine all documents purporting to represent a demand for payment under a Fronted Letter of Credit. The Fronting Bank shall promptly on the Business Day of completion of such examination notify the Administrative Agent and the applicable Borrower Account Party by telephone (confirmed by facsimile or email) of such demand for payment and whether the Fronting Bank has made or will make a LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the applicable Borrower Account Party of its obligation to reimburse the Fronting Bank and the Lenders with respect to any such LC Disbursement. If the applicable Borrower Account Party shall fail to reimburse the Fronting Bank for such LC Disbursement on the date and time specified in SECTION 3.03(eSection 3.2(e), the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the applicable Borrower Account Party in respect thereof and such Lender’s Applicable Percentage thereof. Each Lender (including the Lender acting as Fronting Bank) shall upon such notice make funds available in Dollars to the Administrative Agent for the account of the Fronting Bank in an amount equal to its Applicable Percentage of the unpaid LC Disbursement (such amount, its “LC Advance”) not later than 2:00 p.m. (New York city time) on the Business Day specified in such notice by the Administrative Agent, and the Administrative Agent shall distribute such funds to the Fronting Bank. No such making of a LC Advance shall relieve or otherwise impair the obligation of the applicable Borrower Account Party to reimburse the Fronting Bank for the amount of any payment made by the Fronting Bank under such Letter of Credit, together with interest as provided herein. (ii) If any Lender fails to make available to the Administrative Agent for the account of the Fronting Bank any amount required to be paid by such Lender pursuant to the foregoing provisions of this SECTION 3.03(dSection 3.2(d) by the time specified therein, the Fronting Bank shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Fronting Bank at a rate per annum equal to the Federal Funds Rate from time to time in effect. A certificate of the Fronting Bank submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (ii) shall be conclusive absent manifest error. Until a Lender funds its LC Advance pursuant to this SECTION 3.03(dSection 3.2(d) to reimburse the Fronting Bank for any LC Disbursement, interest in respect of such Lender’s LC Advance shall be solely for the account of the Fronting Bank.

Disbursement Procedures; Funding of Participations. (i) The Each Fronting Bank shall, promptly within a reasonable time following its receipt thereof (and, in any event, within any time specified in the text of the relevant Fronted Participated Letters of CreditCredit issued by it), examine all documents purporting to represent a demand for payment under a Fronted Participated Letter of Credit. The Such Fronting Bank shall promptly on the Business Day of completion of after such examination notify the Administrative Agent and the applicable Borrower Account Party by telephone (confirmed by facsimile or email) of such demand for payment and whether the such Fronting Bank has made or will make a LC an L/C Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the applicable Borrower such Account Party of its obligation to reimburse the such Fronting Bank and the applicable Lenders with respect to any such LC L/C Disbursement. If the applicable Borrower such Account Party shall fail to reimburse the applicable Fronting Bank for such LC L/C Disbursement on the date and time specified in SECTION 3.03(eSection 3.2(e), the Administrative Agent shall notify each applicable Lender of the applicable LC L/C Disbursement, the payment then due from the applicable Borrower such Account Party in respect thereof and the Dollar Amount of such Lender’s Applicable Percentage Ratable Share thereof. Each applicable Lender (including the Lender acting as Fronting BankBank and any applicable Non-NAIC Lender) shall upon such notice make funds available in Dollars to the Administrative Agent for the account of the applicable Fronting Bank at the Payment Office in an amount equal to (i) in the case of a Participated Letter of Credit, the Dollar Amount of its Applicable Percentage Ratable Share of the unpaid LC Disbursement L/C Disbursement, and (ii) in the case of a Non-NAIC Lender, its Percentage Obligations of a Syndicated Letter of Credit being fronted by such Fronting Bank pursuant to Section 3.1(i) (such amount, its “LC L/C Advance”) not later than 2:00 p.m. (New York city p.m., Charlotte time) , on the Business Day specified in such notice by the Administrative Agent, and the Administrative Agent shall distribute such funds to the Fronting Bank. No such making of a LC an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower Account Party to reimburse the applicable Fronting Bank for the amount of any payment made by the such Fronting Bank under such Participated Letter of CreditCredit (or such Syndicated Letter of Credit in the case of a Non-NAIC Lender), together with interest as provided herein. (ii) If any Lender fails to make available to the Administrative Agent for the account of the any Fronting Bank any amount required to be paid by such Lender pursuant to the foregoing provisions of this SECTION 3.03(dSection 3.2(f) by the time specified thereinin Section 3.2(f)(i), the such Fronting Bank shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the such Fronting Bank at a rate per annum equal to the greater of the Federal Funds Rate from time to time and a rate determined by such Fronting Bank in effectaccordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by such Fronting Bank in connection with the foregoing. A certificate of the such Fronting Bank submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iiSection 3.2(f)(ii) shall be conclusive absent manifest error. Until a Lender funds its LC L/C Advance pursuant to this SECTION 3.03(dSection 3.2(f) to reimburse the any Fronting Bank for any LC DisbursementL/C Disbursement made by it, interest in respect of such Lender’s LC L/C Advance shall be solely for the account of the such Fronting Bank.

Disbursement Procedures; Funding of Participations. (i) The Each Fronting Bank shall, promptly within a reasonable time following its receipt thereof (and, in any event, within any time specified in the text of the relevant Fronted Participated Letters of CreditCredit issued by it), examine all documents purporting to represent a demand for payment under a Fronted Participated Letter of Credit. The Such Fronting Bank shall promptly on the Business Day of completion of after such examination notify the Administrative Agent and the applicable Borrower Account Party by telephone (confirmed by facsimile or email) of such demand for payment and whether the such Fronting Bank has made or will make a LC an L/C Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the applicable Borrower such Account Party of its obligation to reimburse the such Fronting Bank and the applicable Lenders with respect to any such LC L/C Disbursement. If the applicable Borrower such Account Party shall fail to reimburse the applicable Fronting Bank for such LC L/C Disbursement on the date and time specified in SECTION 3.03(eSection 3.2(e), the Administrative Agent shall notify each applicable Lender of the applicable LC L/C Disbursement, the payment then due from the applicable Borrower such Account Party in respect thereof and the Dollar Amount of such Lender’s Applicable Percentage Ratable Share thereof. Each applicable Lender (including the Lender acting as Fronting BankBank and any applicable Non-NAIC Lender) shall upon such notice make funds available in Dollars to the Administrative Agent for the account of the applicable Fronting Bank at the Payment Office in an amount equal to (i) in the case of a Participated Letter of Credit, the Dollar Amount of its Applicable Percentage Ratable Share of the unpaid LC Disbursement L/C Disbursement, and (ii) in the case of a Non-NAIC Lender, its Percentage Obligations of a Syndicated Letter of Credit being fronted by such Fronting Bank pursuant to Section 3.1(i) (such amount, its “LC L/C Advance”) not later than 2:00 p.m. (New York city p.m., Charlotte time) , on the Business Day specified in such notice by the Administrative Agent, and the Administrative Agent shall distribute such funds to the Fronting Bank. No such making of a LC an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower Account Party to reimburse the applicable Fronting Bank for the amount of any payment made by the such Fronting Bank under such Participated Letter of CreditCredit (or such Syndicated Letter of Credit in the case of a Non-NAIC Lender), together with interest as provided herein. (ii) If any Lender fails to make available to the Administrative Agent for the account of the any Fronting Bank any amount required to be paid by such Lender pursuant to the foregoing provisions of this SECTION 3.03(dSection 3.2(f) by the time specified thereinin Section 3.2(f)(i), the such Fronting Bank shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the such Fronting Bank at a rate per annum equal to the Federal Funds Rate from time to time in effectRate. A certificate of the such Fronting Bank submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iiSection 3.2(f)(ii) shall be conclusive absent manifest error. Until a Lender funds its LC L/C Advance pursuant to this SECTION 3.03(dSection 3.2(f) to reimburse the any Fronting Bank for any LC DisbursementL/C Disbursement made by it, interest in respect of such Lender’s LC L/C Advance shall be solely for the account of the such Fronting Bank.

Disbursement Procedures; Funding of Participations. (i) The Fronting Bank shall, promptly within a reasonable time following its receipt thereof (and, in any event, within any time specified in the text of the relevant Fronted Participated Letters of Credit), examine all documents purporting to represent a demand for payment under a Fronted Participated Letter of Credit. The Fronting Bank shall promptly on the Business Day of completion of after such examination notify the Administrative Agent and the applicable Borrower Credit Party by telephone (confirmed by telecopy or email) of such demand for payment and whether the Fronting Bank has made or will make a LC L/C Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the applicable Borrower such Credit Party of its obligation to reimburse the Fronting Bank and the applicable Lenders with respect to any such LC L/C Disbursement. If the applicable Borrower such Credit Party shall fail to reimburse the Fronting Bank for such LC L/C Disbursement on the date and time specified in SECTION 3.03(eSection 3.2(e), the Administrative Agent shall notify each applicable Lender of the applicable LC L/C Disbursement, the payment then due from the applicable Borrower such Credit Party in respect thereof and the Dollar Amount of such Lender’s Applicable Percentage Ratable Share thereof. Each applicable Lender (including the Lender acting as Fronting BankBank and any applicable Non-NAIC Lender) shall upon such notice make funds available in Dollars to the Administrative Agent for the account of the Fronting Bank at the Payment Office in an amount equal to (i) in the case of a Participated Letter of Credit, the Dollar Amount of its Applicable Percentage Ratable Share of the unpaid LC L/C Disbursement and (ii) in the case of a Non-NAIC Lender, its Ratable Share of a Syndicated Letter of Credit being fronted by such Fronting Bank pursuant to Section 3.1 (i) (such amount, its “LC L/C Advance”) not later than 2:00 p.m. (New York city time) on the Business Day specified in such notice by the Administrative Agent, and the Administrative Agent shall distribute such funds to the Fronting Bank. No such making of a LC an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower Credit Party to reimburse the Fronting Bank for the amount of any payment made by the Fronting Bank under such Participated Letter of CreditCredit (or such Syndicated Letter of Credit in the case of a Non-NAIC Lender), together with interest as provided herein. (ii) If any Lender fails to make available to the Administrative Agent for the account of the Fronting Bank any amount required to be paid by such Lender pursuant to the foregoing provisions of this SECTION 3.03(dSection 3.2(f) by the time specified thereinin Section 3.2(f)(i), the Fronting Bank shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Fronting Bank at a rate per annum equal to the Federal Funds Rate from time to time in effect. A certificate of the Fronting Bank submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (ii) shall be conclusive absent manifest error. Until a Lender funds its LC L/C Advance pursuant to this SECTION 3.03(dSection 3.2(f) to reimburse the Fronting Bank for any LC DisbursementL/C Disbursement made by it, interest in respect of such Lender’s LC L/C Advance shall be solely for the account of the Fronting Bank.

Disbursement Procedures; Funding of Participations. (iA) The Fronting Bank shall, promptly within a reasonable time following its receipt thereof (and, in any event, within any time specified in the text of the relevant Fronted Participated Letters of CreditCredit issued by it), examine all documents purporting to represent a demand for payment under a Fronted Participated Letter of Credit. The Fronting Bank shall promptly on the Business Day of completion of after such examination notify the Administrative Agent and the applicable Borrower by telephone (confirmed by telecopy or email) of such demand for payment and whether the Fronting Bank has made or will make a LC L/C Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the applicable Borrower of its obligation to reimburse the Fronting Bank and the Lenders with respect to any such LC Disbursement. If the applicable Borrower shall fail to reimburse the Fronting Bank for such LC L/C Disbursement on the date and time specified in SECTION 3.03(e)Section 2.03(b)(vi) and, thereafter, the Borrower is unable to request a Borrowing of ABR Loans because it cannot satisfy each of the conditions set forth in Section 3.02 or for any other reason, the Administrative Agent shall notify each applicable Lender of the applicable LC L/C Disbursement, the payment then due from the applicable Borrower in respect thereof and the amount of such Lender’s Applicable Percentage Ratable Share thereof. Each applicable Lender (including the Lender acting as Fronting Bank) shall upon such notice make funds available in Dollars to the Administrative Agent for the account of the Fronting Bank in an amount equal to the amount of its Applicable Percentage Ratable Share of the unpaid LC L/C Disbursement (such amount, its “LC L/C Advance”) not later than 2:00 p.m. (New York city time) on the Business Day specified in such notice by the Administrative Agent, and the Administrative Agent shall distribute such funds to the Fronting Bank. No such making of a LC an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower to reimburse the Fronting Bank for the amount of any payment made by the such Fronting Bank under such Participated Letter of Credit, together with interest as provided herein. (iiB) If any Lender fails to make available to the Administrative Agent for the account of the Fronting Bank any amount required to be paid by such Lender pursuant to the foregoing provisions of this SECTION 3.03(dSection 2.03(b)(v) by the time specified thereinin Section 2.03(b)(vi), the Fronting Bank shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Fronting Bank at a rate per annum equal to the Federal Funds Rate from time to time in effect. A certificate of the Fronting Bank submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iiB) shall be conclusive absent manifest error. Until a Lender funds its LC L/C Advance pursuant to this SECTION 3.03(dSection 2.03(b)(v) to reimburse the Fronting Bank for any LC DisbursementL/C Disbursement made by it, interest in respect of such Lender’s LC L/C Advance shall be solely for the account of the Fronting Bank.

Disbursement Procedures; Funding of Participations. (i) The applicable Fronting Bank shall, promptly within a reasonable time following its receipt thereof (and, in any event, within any time specified in the text of the relevant Fronted Participated Letters of CreditCredit issued by it), examine all documents purporting to represent a demand for payment under a Fronted Participated Letter of Credit. The applicable Fronting Bank shall promptly on the Business Day of completion of after such examination notify the Administrative Agent and the applicable Borrower Allied World by telephone (confirmed by telecopy or email) of such demand for payment and whether the such Fronting Bank has made or will make a LC L/C Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the applicable Borrower of its obligation to reimburse the Fronting Bank and the Lenders with respect to any such LC Disbursement. If the applicable Borrower Allied World shall fail to reimburse the applicable Fronting Bank for such LC L/C Disbursement on the date and time specified in SECTION 3.03(eSection 2.2(f), the Administrative Agent shall notify each applicable Lender of the applicable LC L/C Disbursement, the payment then due from the applicable Borrower Allied World in respect thereof and the Dollar Amount of such Lender’s Applicable Percentage Ratable Share thereof. Each applicable Lender (including the Lender acting as Fronting Bankany applicable Non-NAIC Lender) shall upon such notice make funds available in Dollars to the Administrative Agent in the Applicable Currency for the account of the applicable Fronting Bank at the Payment Office in an amount equal to (i) in the case of a Participated Letter of Credit, the amount of its Applicable Percentage Ratable Share of the unpaid LC L/C Disbursement and (ii) in the case of a Non-NAIC Lender, its Percentage Obligations of a Syndicated Letter of Credit being fronted by such Fronting Bank pursuant to Section 2.1(h) (such amount, its “LC L/C Advance”) not later than 2:00 p.m. (New York city time) on the Business Day specified in such notice by the Administrative Agent, and the Administrative Agent shall distribute such funds to the Fronting Bank. No such making of a LC an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower Allied World to reimburse the applicable Fronting Bank for the amount of any payment made by the such Fronting Bank under such Participated Letter of CreditCredit (or such Syndicated Letter of Credit in the case of a Non-NAIC Lender), together with interest as provided herein. (ii) If any Lender fails to make available to the Administrative Agent for the account of the applicable Fronting Bank any amount required to be paid by such Lender pursuant to the foregoing provisions of this SECTION 3.03(dSection 2.2(e) by the time specified thereinin Section 2.2(e)(i), the applicable Fronting Bank shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the applicable Fronting Bank at a rate per annum equal to the Federal Funds Rate from time to time in effect. A certificate of the applicable Fronting Bank submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (ii) shall be conclusive absent manifest error. Until a Lender funds its LC L/C Advance pursuant to this SECTION 3.03(dSection 2.2(e) to reimburse the applicable Fronting Bank for any LC DisbursementL/C Disbursement made by it, interest in respect of such Lender’s LC L/C Advance shall be solely for the account of the applicable Fronting Bank.

Disbursement Procedures; Funding of Participations. (i) The Fronting Bank Issuing Lender shall, promptly within a reasonable time following its receipt thereof (and, in any event, within any time specified in the text of the relevant Fronted Letters of Credit), examine all documents purporting to represent a demand for payment under a Fronted Letter of Credit. The Fronting Bank Issuing Lender shall promptly on the Business Day of completion of after such examination notify the Administrative Agent and the applicable Borrower by telephone (confirmed by telecopy or email) of such demand for payment and whether the Fronting Bank Issuing Lender has made or will make a LC L/C Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the applicable Borrower of its obligation to reimburse the Fronting Bank Issuing Lender and the Lenders with respect to any such LC L/C Disbursement. If the applicable Borrower shall fail to reimburse the Fronting Bank Issuing Lender for such LC L/C Disbursement on the date and time specified in SECTION 3.03(eSection 2.5(a)(iv), the Administrative Agent shall notify each Lender of the applicable LC L/C Disbursement, the payment then due from the applicable Borrower in respect thereof and such Lender’s Applicable Percentage Ratable Share thereof. Each Lender (including the Lender acting as Fronting BankIssuing Lender) shall upon such notice make funds available in Dollars to the Administrative Agent for the account of the Fronting Bank Issuing Lender at the Payment Office in an amount equal to its Applicable Percentage Ratable Share of the unpaid LC L/C Disbursement (such amount, its “LC L/C Advance”) not later than 2:00 p.m. (New York city time) on the Business Day specified in such notice by the Administrative Agent, and the Administrative Agent shall distribute such funds to the Fronting Bank. No such making of a LC an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower to reimburse the Fronting Bank Issuing Lender for the amount of any payment made by the Fronting Bank Issuing Lender under such Letter of Credit, together with interest as provided herein. (ii) If any Lender fails to make available to the Administrative Agent for the account of the Fronting Bank Issuing Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this SECTION 3.03(dSection 2.5(b) by the time specified thereinin Section 2.5(b)(i), the Fronting Bank Issuing Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Fronting Bank Issuing Lender at a rate per annum equal to the Federal Funds Rate from time to time in effecteffect plus any administrative, processing or similar fees customarily charged by the Swingline Lender in connection with the foregoing. A certificate of the Fronting Bank Issuing Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (ii) shall be conclusive absent manifest error. Until a Lender funds its LC L/C Advance pursuant to this SECTION 3.03(dSection 2.5(b) to reimburse the Fronting Bank Issuing Lender for any LC L/C Disbursement, interest in respect of such Lender’s LC L/C Advance shall be solely for the account of the Fronting BankIssuing Lender.

Disbursement Procedures; Funding of Participations. (i) The applicable Fronting Bank shall, promptly within a reasonable time following its receipt thereof (and, in any event, within any time specified in the text of the relevant Fronted Participated Letters of CreditCredit Issued by it), examine all documents purporting to represent a demand for payment under a Fronted Participated Letter of Credit. The applicable Fronting Bank shall promptly on the Business Day of completion of after such examination notify the Administrative Agent and the applicable Borrower by telephone (confirmed by telecopy or email) of such demand for payment and whether the such Fronting Bank has made or will make a LC L/C Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the applicable Borrower of its obligation to reimburse the Fronting Bank and the Lenders with respect to any such LC Disbursement. If the applicable such Borrower shall fail to reimburse the applicable Fronting Bank for such LC L/C Disbursement on the date and time specified in SECTION 3.03(eSection 3.02(f), the Administrative Agent shall notify each Lender applicable Bank of the applicable LC L/C Disbursement, the payment then due from the applicable such Borrower in respect thereof and the Dollar Amount of such LenderBank’s Applicable Percentage Pro Rata Share thereof. Each Lender applicable Bank (including the Lender acting as Fronting any applicable Non-NAIC Bank) shall upon such notice make funds available in Dollars to the Administrative Agent in Dollars for the account of the applicable Fronting Bank at the Administrative Agent’s Account in an amount equal to (i) in the case of a Participated Letter of Credit, the Dollar Amount of its Applicable Percentage Pro Rata Share of the unpaid LC L/C Disbursement and (ii) in the case of a Non-NAIC Bank with respect to Syndicated Letters of Credit, the Dollar Amount of its Pro Rata Share of such Syndicated Letters of Credit being fronted by such Fronting Bank pursuant to Section 3.01(h) (such amount, its “LC L/C Advance”) not later than 2:00 p.m. (New York city time) on the Business Day specified in such notice by the Administrative Agent, and the Administrative Agent shall distribute such funds to the Fronting Bank. No such making of a LC an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower to reimburse the applicable Fronting Bank for the amount of any payment made by the such Fronting Bank under such Participated Letter of CreditCredit (or such Syndicated Letter of Credit in the case of a Non-NAIC Bank), together with interest as provided herein. (ii) If any Lender fails to make available to the Administrative Agent for the account of the Fronting Bank any amount required to be paid by such Lender pursuant to the foregoing provisions of this SECTION 3.03(d) by the time specified therein, the Fronting Bank shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Fronting Bank at a rate per annum equal to the Federal Funds Rate from time to time in effect. A certificate of the Fronting Bank submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (ii) shall be conclusive absent manifest error. Until a Lender funds its LC Advance pursuant to this SECTION 3.03(d) to reimburse the Fronting Bank for any LC Disbursement, interest in respect of such Lender’s LC Advance shall be solely for the account of the Fronting Bank.

Disbursement Procedures; Funding of Participations. (i) The Fronting Bank Issuing Lender shall, promptly within a reasonable time following its receipt thereof (and, in any event, within any time specified in the text of the relevant Fronted Letters of Credit), examine all documents purporting to represent a demand for payment under a Fronted Letter of Credit. The Fronting Bank Issuing Lender shall promptly on the Business Day of completion of after such examination notify the Administrative Agent and the applicable the Borrower by telephone (confirmed by telecopy or email) of such demand for payment and whether the Fronting Bank Issuing Lender has made or will make a LC L/C Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the applicable Borrower of its obligation to reimburse the Fronting Bank Issuing Lender and the Lenders with respect to any such LC L/C Disbursement. If the applicable Borrower shall fail to reimburse the Fronting Bank Issuing Lender for such LC L/C Disbursement on the date and time specified in SECTION 3.03(eSection 2.5(a)(iv), the Administrative Agent shall notify each Lender of the applicable LC L/C Disbursement, the payment then due from the applicable Borrower in respect thereof and such Lender’s Applicable Percentage Ratable Share thereof. Each Lender (including the Lender acting as Fronting BankIssuing Lender) shall upon such notice make funds available in Dollars to the Administrative Agent for the account of the Fronting Bank Issuing Lender at the Payment Office in an amount equal to its Applicable Percentage Ratable Share of the unpaid LC L/C Disbursement (such amount, its “LC L/C Advance”) not later than 2:00 p.m. (New York city time) on the Business Day specified in such notice by the Administrative Agent, and the Administrative Agent shall distribute such funds to the Fronting Bank. No such making of a LC an L/C Advance shall relieve or otherwise impair the obligation of the applicable the Borrower to reimburse the Fronting Bank Issuing Lender for the amount of any payment made by the Fronting Bank Issuing Lender under such Letter of Credit, together with interest as provided herein. (ii) If any Lender fails to make available to the Administrative Agent for the account of the Fronting Bank Issuing Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this SECTION 3.03(dSection 2.5(b) by the time specified thereinin Section 2.5(b)(i), the Fronting Bank Issuing Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Fronting Bank Issuing Lender at a rate per annum equal to the Federal Funds Rate from time to time in effect. A certificate of the Fronting Bank Issuing Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (ii) shall be conclusive absent manifest error. Until a Lender funds its LC L/C Advance pursuant to this SECTION 3.03(dSection 2.5(b) to reimburse the Fronting Bank Issuing Lender for any LC L/C Disbursement, interest in respect of such Lender’s LC L/C Advance shall be solely for the account of the Fronting BankIssuing Lender.

Disbursement Procedures; Funding of Participations. (i) The Fronting Bank shall, promptly within a reasonable time following its receipt thereof (and, in any event, within any time specified in the text of the relevant Fronted Participated Letters of Credit), examine all documents purporting to represent a demand for payment under a Fronted Participated Letter of Credit. The Fronting Bank shall promptly on the Business Day of completion of after such examination notify the Administrative Agent and the applicable Borrower Account Party by telephone (confirmed by telecopy or email) of such demand for payment and whether the Fronting Bank has made or will make a LC L/C Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the applicable Borrower such Account Party of its obligation to reimburse the Fronting Bank and the applicable Lenders with respect to any such LC L/C Disbursement. If the applicable Borrower such Account Party shall fail to reimburse the Fronting Bank for such LC L/C Disbursement on the date and time specified in SECTION 3.03(e4.2(E), the Administrative Agent shall notify each applicable Lender of the applicable LC L/C Disbursement, the payment then due from the applicable Borrower such Account Party in respect thereof and such Lender’s Applicable Percentage 's Ratable Share thereof. Each applicable Lender (including the Lender acting as Fronting Bank) shall upon such notice make funds available in Dollars to the Administrative Agent for the account of the Fronting Bank at the Payment Office in an amount equal to its Applicable Percentage Ratable Share of the unpaid LC L/C Disbursement (such amount, its “LC "L/C Advance”") not later than 2:00 p.m. (New York city time) on the Business Day specified in such notice by the Administrative Agent, and the Administrative Agent shall distribute such funds to the Fronting Bank. No such making of a LC an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower Account Party to reimburse the Fronting Bank for the amount of any payment made by the Fronting Bank under such Participated Letter of Credit, together with interest as provided herein. (ii) If any Lender fails to make available to the Administrative Agent for the account of the Fronting Bank any amount required to be paid by such Lender pursuant to the foregoing provisions of this SECTION 3.03(d4.2(F) by the time specified thereinin SECTION 4.2(F)(I), the Fronting Bank shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Fronting Bank at a rate per annum equal to the Federal Funds Rate from time to time in effect. A certificate of the Fronting Bank submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (ii) shall be conclusive absent manifest error. Until a Lender funds its LC L/C Advance pursuant to this SECTION 3.03(d4.2(F) to reimburse the Fronting Bank for any LC L/C Disbursement, interest in respect of such Lender’s LC 's L/C Advance shall be solely for the account of the Fronting Bank.

Disbursement Procedures; Funding of Participations. (i) The applicable Fronting Bank shall, promptly within a reasonable time following its receipt thereof (and, in any event, within any time specified in the text of the relevant Fronted Participated Letters of CreditCredit issued by it), examine all documents purporting to represent a demand for payment under a Fronted Participated Letter of Credit. The applicable Fronting Bank shall promptly on the Business Day of completion of after such examination notify the Administrative Agent and the applicable Borrower by telephone (confirmed by telecopy or email) of such demand for payment and whether the such Fronting Bank has made or will make a LC L/C Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the applicable Borrower of its obligation to reimburse the Fronting Bank and the Lenders with respect to any such LC Disbursement. If the applicable such Borrower shall fail to reimburse the applicable Fronting Bank for such LC L/C Disbursement on the date and time specified in SECTION 3.03(eSection 3.2(f), the Administrative Agent shall notify each applicable Lender of the applicable LC L/C Disbursement, the payment then due from the applicable such Borrower in respect thereof and the Dollar Amount of such Lender’s Applicable Percentage Ratable Share thereof. Each applicable Lender (including the Lender acting as Fronting Bankany applicable Non-NAIC Lender) shall upon such notice make funds available in Dollars to the Administrative Agent in the Applicable Currency for the account of the applicable Fronting Bank at the Payment Office in an amount equal to (i) in the case of a Participated Letter of Credit, the amount of its Applicable Percentage Ratable Share of the unpaid LC L/C Disbursement and (ii) in the case of a Non-NAIC Lender, its Percentage Obligations of a Syndicated Letter of Credit being fronted by such Fronting Bank pursuant to Section 3.1(h) (such amount, its “LC L/C Advance”) not later than 2:00 p.m. (New York city time) on the Business Day specified in such notice by the Administrative Agent, and the Administrative Agent shall distribute such funds to the Fronting Bank. No such making of a LC an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower to reimburse the applicable Fronting Bank for the amount of any payment made by the such Fronting Bank under such Participated Letter of CreditCredit (or such Syndicated Letter of Credit in the case of a Non-NAIC Lender), together with interest as provided herein. (ii) If any Lender fails to make available to the Administrative Agent for the account of the applicable Fronting Bank any amount required to be paid by such Lender pursuant to the foregoing provisions of this SECTION 3.03(dSection 3.2(e) by the time specified thereinin Section 3.2(e)(i), the applicable Fronting Bank shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the applicable Fronting Bank at a rate per annum equal to the Federal Funds Rate from time to time in effect. A certificate of the applicable Fronting Bank submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (ii) shall be conclusive absent manifest error. Until a Lender funds its LC L/C Advance pursuant to this SECTION 3.03(dSection 3.2(e) to reimburse the applicable Fronting Bank for any LC DisbursementL/C Disbursement made by it, interest in respect of such Lender’s LC L/C Advance shall be solely for the account of the applicable Fronting Bank.

Disbursement Procedures; Funding of Participations. (i) The Fronting Bank shall, promptly within a reasonable time following its receipt thereof (and, in any event, within any time specified in the text of the relevant Fronted Participated Letters of Credit), examine all documents purporting to represent a demand for payment under a Fronted Participated Letter of Credit. The Fronting Bank shall promptly on the Business Day of completion of after such examination notify the Administrative Agent and the applicable Borrower Account Party by telephone (confirmed by telecopy or email) of such demand for payment and whether the Fronting Bank has made or will make a LC L/C Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the applicable Borrower such Account Party of its obligation to reimburse the Fronting Bank and the applicable Lenders with respect to any such LC L/C Disbursement. If the applicable Borrower such Account Party shall fail to reimburse the Fronting Bank for such LC L/C Disbursement on the date and time specified in SECTION 3.03(eSection 3.2(e), the Administrative Agent shall notify each applicable Lender of the applicable LC L/C Disbursement, the payment then due from the applicable Borrower such Account Party in respect thereof and the Dollar Amount of such Lender’s Applicable Percentage Ratable Share thereof. Each applicable Lender (including the Lender acting as Fronting Bank) shall upon such notice make funds available in Dollars to the Administrative Agent for the account of the Fronting Bank at the Payment Office in an amount equal to the Dollar Amount of its Applicable Percentage Ratable Share of the unpaid LC L/C Disbursement (such amount, its “LC L/C Advance”) not later than 2:00 p.m. (New York city time) on the Business Day specified in such notice by the Administrative Agent, and the Administrative Agent shall distribute such funds to the Fronting Bank. No such making of a LC an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower Account Party to reimburse the Fronting Bank for the amount of any payment made by the Fronting Bank under such Participated Letter of Credit, together with interest as provided herein. (ii) If any Lender fails to make available to the Administrative Agent for the account of the Fronting Bank any amount required to be paid by such Lender pursuant to the foregoing provisions of this SECTION 3.03(dSection 3.2(f) by the time specified thereinin Section 3.2(f)(i), the Fronting Bank shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Fronting Bank at a rate per annum equal to the Federal Funds Rate from time to time in effect. A certificate of the Fronting Bank submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (ii) shall be conclusive absent manifest error. Until a Lender funds its LC L/C Advance pursuant to this SECTION 3.03(dSection 3.2(f) to reimburse the Fronting Bank for any LC L/C Disbursement, interest in respect of such Lender’s LC L/C Advance shall be solely for the account of the Fronting Bank.

Disbursement Procedures; Funding of Participations. (i) The applicable Fronting Bank shall, promptly within a reasonable time following its receipt thereof (and, in any event, within any time specified in the text of the relevant Fronted Participated Letters of CreditCredit issued by it), examine all documents purporting to represent a demand for payment under a Fronted Participated Letter of Credit. The applicable Fronting Bank shall promptly on the Business Day of completion of after such examination notify the Administrative Agent and the applicable Borrower by telephone (confirmed by telecopy or email) of such demand for payment and whether the such Fronting Bank has made or will make a LC L/C Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the applicable Borrower of its obligation to reimburse the Fronting Bank and the Lenders with respect to any such LC Disbursement. If the applicable such Borrower shall fail to reimburse the applicable Fronting Bank for such LC L/C Disbursement on the date and time specified in SECTION 3.03(eSection 3.2(f), the Administrative Agent shall notify each applicable Lender of the applicable LC L/C Disbursement, the payment then due from the applicable such Borrower in respect thereof and the amount of such Lender’s Applicable Percentage Ratable Share thereof. Each applicable Lender (including the Lender acting as Fronting Bankany applicable Non-NAIC Lender) shall upon such notice make funds available in Dollars to the Administrative Agent for the account of the applicable Fronting Bank at the Payment Office in an amount equal to (i) in the case of a Participated Letter of Credit, the amount of its Applicable Percentage Ratable Share of the unpaid LC L/C Disbursement and (ii) in the case of a Non-NAIC Lender, its Percentage Obligations of a Syndicated Letter of Credit being fronted by such Fronting Bank pursuant to Section 3.1(h) (such amount, its “LC L/C Advance”) not later than 2:00 p.m. (New York city time) on the Business Day specified in such notice by the Administrative Agent, and the Administrative Agent shall distribute such funds to the Fronting Bank. No such making of a LC an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower to reimburse the applicable Fronting Bank for the amount of any payment made by the such Fronting Bank under such Participated Letter of CreditCredit (or such Syndicated Letter of Credit in the case of a Non-NAIC Lender), together with interest as provided herein. (ii) If any Lender fails to make available to the Administrative Agent for the account of the applicable Fronting Bank any amount required to be paid by such Lender pursuant to the foregoing provisions of this SECTION 3.03(dSection 3.2(e) by the time specified thereinin Section 3.2(e)(i), the applicable Fronting Bank shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the applicable Fronting Bank at a rate per annum equal to the Federal Funds Rate from time to time in effect. A certificate of the applicable Fronting Bank submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (ii) shall be conclusive absent manifest error. Until a Lender funds its LC L/C Advance pursuant to this SECTION 3.03(dSection 3.2(e) to reimburse the applicable Fronting Bank for any LC DisbursementL/C Disbursement made by it, interest in respect of such Lender’s LC L/C Advance shall be solely for the account of the applicable Fronting Bank.

Disbursement Procedures; Funding of Participations. (i) The Each Fronting Bank shall, promptly within a reasonable time following its receipt thereof (and, in any event, within any time specified in the text of the relevant Fronted Participated Letters of CreditCredit issued by it), examine all documents purporting to represent a demand for payment under a Fronted Participated Letter of Credit. The Such Fronting Bank shall promptly on the Business Day of completion of after such examination notify the Administrative Agent and the applicable Borrower Account Party by telephone (confirmed by telecopy or email) of such demand for payment and whether the such Fronting Bank has made or will make a LC L/C Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the applicable Borrower such Account Party of its obligation to reimburse the such Fronting Bank and the applicable Lenders with respect to any such LC L/C Disbursement. If the applicable Borrower such Account Party shall fail to reimburse the applicable Fronting Bank for such LC L/C Disbursement on the date and time specified in SECTION 3.03(eSection 3.2(e), the Administrative Agent shall notify each applicable Lender of the applicable LC L/C Disbursement, the payment then due from the applicable Borrower such Account Party in respect thereof and the Dollar Amount of such Lender’s Applicable Percentage Ratable Share thereof. Each applicable Lender (including the Lender acting as Fronting BankBank and any applicable Non-NAIC Lender) shall upon such notice make funds available in Dollars to the Administrative Agent for the account of the applicable Fronting Bank at the Payment Office in an amount equal to (i) in the case of a Participated Letter of Credit, the Dollar Amount of its Applicable Percentage Ratable Share of the unpaid LC L/C Disbursement and (ii) in the case of a Non-NAIC Lender, its Percentage Obligations of a Syndicated Letter of Credit being fronted by such Fronting Bank pursuant to Section 3.1(i) (such amount, its “LC L/C Advance”) not later than 2:00 p.m. (New York city time) on the Business Day specified in such notice by the Administrative Agent, and the Administrative Agent shall distribute such funds to the Fronting Bank. No such making of a LC an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower Account Party to reimburse the applicable Fronting Bank for the amount of any payment made by the such Fronting Bank under such Participated Letter of CreditCredit (or such Syndicated Letter of Credit in the case of a Non-NAIC Lender), together with interest as provided herein. (ii) If any Lender fails to make available to the Administrative Agent for the account of the any Fronting Bank any amount required to be paid by such Lender pursuant to the foregoing provisions of this SECTION 3.03(dSection 3.2(f) by the time specified thereinin Section 3.2(f)(i), the such Fronting Bank shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the such Fronting Bank at a rate per annum equal to the Federal Funds Rate from time to time in effect. A certificate of the such Fronting Bank submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (ii) shall be conclusive absent manifest error. Until a Lender funds its LC L/C Advance pursuant to this SECTION 3.03(dSection 3.2(f) to reimburse the any Fronting Bank for any LC DisbursementL/C Disbursement made by it, interest in respect of such Lender’s LC L/C Advance shall be solely for the account of the such Fronting Bank.