Common use of Disbursements, Reimbursement Clause in Contracts

Disbursements, Reimbursement. (a) Immediately upon the issuance of each Letter of Credit, each Lender holding a Revolving Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuer a participation in each Letter of Credit and each drawing thereunder in an amount equal to such Xxxxxx’s Revolving Commitment Percentage of the Maximum Undrawn Amount of such Letter of Credit (as in effect from time to time) and the amount of such drawing, respectively. (b) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable Issuer will promptly notify Agent and Borrowing Agent. Following receipt of such notice, Borrowers shall reimburse such Issuer in an amount equal to the amount so paid by such Issuer (such obligation to reimburse such Issuer shall sometimes be referred to as a “Reimbursement Obligation”) prior to 12:00 Noon, on each date that an amount is paid by such Issuer under such Letter of Credit (each such date, a “Drawing Date”). In the event Borrowers fail to reimburse such Issuer for the full amount of any drawing under any Letter of Credit by 12:00 Noon, on the Drawing Date, such Issuer will promptly notify Agent and each Lender holding a Revolving Commitment thereof, and Borrowers shall be automatically deemed to have requested that a Revolving Advance maintained as a Domestic Rate Loan be made by Lenders to be disbursed on the Drawing Date under such Letter of Credit, and Lenders holding the Revolving Commitments shall be unconditionally obligated to fund such Revolving Advance (all whether or not the conditions specified in Section 8.2 hereof are then satisfied or the Revolving Commitments have been terminated for any reason) as provided for in Section 2.14(c) below. Any notice given by any Issuer pursuant to this Section 2.14(b) may be oral if promptly confirmed in writing; provided that the lack of such a confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Lender holding a Revolving Commitment shall upon any notice pursuant to Section 2.14(b) above make available to the applicable Issuer through Agent at the Payment Office an amount in immediately available funds equal to its Revolving Commitment Percentage (subject to any contrary provisions of Section 2.22 hereof) of the amount of the drawing, whereupon the participating Lenders shall (subject to Section 2.14(d) hereof) each be deemed to have made a Revolving Advance maintained as a Domestic Rate Loan to Borrowers in that amount. If any Lender holding a Revolving Commitment so notified fails to make available to Agent, for the benefit of the applicable Issuer, the amount of such Lender’s Revolving Commitment Percentage of such amount by 2:00 p.m. on the Drawing Date, then interest shall accrue on such Lender’s obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Revolving Advances maintained as a Domestic Rate Loan on and after the fourth day following the Drawing Date. Agent and the applicable Issuer will promptly give notice of the occurrence of the Drawing Date, but failure of Agent or such Issuer to give any such notice on the Drawing Date or in sufficient time to enable any Lender holding a Revolving Commitment to effect such payment on such date shall not relieve such Lender from its obligations under this Section 2.14(c), provided that such Lender shall not be obligated to pay interest as provided in this Section 2.14(c) until and commencing from the date of receipt of notice from Agent or such Issuer of a drawing. (d) With respect to any unreimbursed drawing that is not converted into a Revolving Advance maintained as a Domestic Rate Loan to Borrowers in whole or in part as contemplated by Section 2.14(b) hereof for any reason (other than the failure of a Lender to fund its Revolving Commitment), Borrowers shall be deemed to have incurred from Agent a borrowing (each a “Letter of Credit Borrowing”) in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to a Revolving Advance maintained as a Domestic Rate Loan. Each applicable Lender’s payment to Agent pursuant to Section 2.14(c) hereof shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a “Participation Advance” from such Lender in satisfaction of its Participation Commitment in respect of the applicable Letter of Credit under this Section 2.14. (e) Each applicable Lender’s Participation Commitment in respect of the Letters of Credit shall continue until the last to occur of any of the following events: (x) all Issuers cease to be obligated to issue or cause to be issued Letters of Credit hereunder; (y) no Letter of Credit issued or created hereunder remains outstanding and uncanceled; and (z) all Persons (other than Borrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) Immediately upon the issuance of each Letter of Credit, each Lender holding a Revolving Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuer a participation in each Letter of Credit and each drawing thereunder in an amount equal to such Xxxxxx’s Revolving Commitment Percentage of the Maximum Undrawn Amount of such Letter of Credit (as in effect from time to time) and the amount of such drawing, respectively. (b) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable Issuer will promptly notify Agent and Borrowing Agent. Following receipt Regardless of whether Borrowing Agent shall have received such notice, Borrowers shall reimburse such Issuer in an amount equal to the amount so paid by such Issuer (such obligation to reimburse such Issuer shall sometimes be referred to as a “Reimbursement Obligation”) Issuer prior to 12:00 Noon, on each date that an amount is paid by such Issuer under such any Letter of Credit (each such date, a “Drawing Date”)) in an amount equal to the amount so paid by Issuer. In the event Borrowers fail to reimburse such Issuer for the full amount of any drawing under any Letter of Credit by 12:00 Noon, on the Drawing Date, such Issuer will promptly notify Agent and each Lender holding a Revolving Commitment thereof, and Borrowers shall be automatically deemed to have requested that a Revolving Advance maintained as a Domestic Rate Loan be made by Lenders to be disbursed on the Drawing Date under such Letter of Credit, and Lenders holding the Revolving Commitments shall be unconditionally obligated to fund such Revolving Advance (all whether or not the conditions specified in Section 8.2 hereof are then satisfied or the commitments of Lenders to make Revolving Commitments Advances hereunder have been terminated for any reason) as provided for in Section 2.14(c) immediately below. Any notice given by any Issuer pursuant to this Section 2.14(b) may be oral if promptly confirmed in writing; provided that the lack of such a confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Lender holding a Revolving Commitment shall upon any notice pursuant to Section 2.14(b) above make available to the applicable Issuer through Agent at the Payment Office an amount in immediately available funds equal to its Revolving Commitment Percentage (subject to any contrary provisions of Section 2.22 hereof2.22) of the amount of the drawing, whereupon the participating Lenders shall (subject to Section 2.14(d) hereof)) each be deemed to have made a Revolving Advance maintained as a Domestic Rate Loan to Borrowers in that amount. If any Lender holding a Revolving Commitment so notified fails to make available to Agent, for the benefit of the applicable Issuer, the amount of such Lender’s Revolving Commitment Percentage of such amount by 2:00 p.m. on the Drawing Date, then interest shall accrue on such Lender’s obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Effective Federal Funds Effective Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Revolving Advances maintained as a Domestic Rate Loan on and after the fourth day following the Drawing Date. Agent and the applicable Issuer will promptly give notice of the occurrence of the Drawing Date, but failure of Agent or such Issuer to give any such notice on the Drawing Date or in sufficient time to enable any Lender holding a Revolving Commitment to effect such payment on such date shall not relieve such Lender from its obligations under this Section 2.14(c), provided that such Lender shall not be obligated to pay interest as provided in this Section 2.14(c2.14(c)(i) and (ii) until and commencing from the date of receipt of notice from Agent or such Issuer of a drawing. (d) With respect to any unreimbursed drawing that is not converted into a Revolving Advance maintained as a Domestic Rate Loan to Borrowers in whole or in part as contemplated by Section 2.14(b) hereof for any reason ), because of Borrowers’ failure to satisfy the conditions set forth in Section 8.2 (other than the failure of a Lender to fund its Revolving Commitment)any notice requirements) or for any other reason, Borrowers shall be deemed to have incurred from Agent a borrowing (each a “Letter of Credit Borrowing”) in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to a Revolving Advance maintained as a Domestic Rate Loan. Each applicable Lender’s payment to Agent pursuant to Section 2.14(c) hereof shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a “Participation Advance” from such Lender in satisfaction of its Participation Commitment in respect of the applicable Letter of Credit under this Section 2.14. (e) Each applicable Lender’s Participation Commitment in respect of the Letters of Credit shall continue until the last to occur of any of the following events: (x) all Issuers cease Issuer ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (y) no Letter of Credit issued or created hereunder remains outstanding and uncanceleduncancelled; and (z) all Persons (other than Borrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) Immediately upon the issuance of each Letter of Credit, each Lender holding a Revolving Commitment Percentage shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuer Agent a participation in each such Letter of Credit and each drawing thereunder in an amount equal to such XxxxxxLender’s Revolving Commitment Percentage of the Maximum Undrawn Face Amount of such Letter of Credit (as in effect from time to time) and the amount of such drawing, respectively. (b) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable Issuer Agent will promptly notify Agent and Borrowing Agent. Following receipt of Provided that Borrowing Agent shall have received such notice, the Borrowers shall reimburse such Issuer in an amount equal to the amount so paid by such Issuer (such obligation to reimburse such Issuer Agent shall sometimes be referred to as a “Reimbursement Obligation”) Agent prior to 12:00 Noon, on each date that an amount is paid by such Issuer Agent under such any Letter of Credit (each such date, a “Drawing Date”)) in an amount equal to the amount so paid by Agent. In the event Borrowers fail to reimburse such Issuer Agent for the full amount of any drawing under any Letter of Credit by 12:00 Noon, on the Drawing Date, such Issuer Agent will promptly notify Agent and each Lender holding a Revolving Commitment Percentage thereof, and Borrowers shall be automatically deemed to have requested that a Revolving Advance maintained as a Domestic Rate Loan be made by the Lenders holding a Revolving Commitment Percentages to be disbursed on the Drawing Date under such Letter of Credit, and Lenders holding subject to the Revolving Commitments shall be unconditionally obligated to fund such amount of the unutilized portion of the least of (i) the Maximum Revolving Advance Amount, less the Maximum Undrawn Amount of all outstanding Letters of Credit, (all whether ii) the Formula Amount or not (iii) the conditions specified Average Cash Collection, and, in each case, subject to Section 8.2 hereof are then satisfied or the Revolving Commitments have been terminated for any reason) as provided for in Section 2.14(c) belowhereof. Any notice given by any Issuer Agent pursuant to this Section 2.14(b2.12(b) may be oral if promptly immediately confirmed in writing; provided that the lack of such a an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Lender holding a Revolving Commitment Percentage shall upon any notice pursuant to Section 2.14(b2.12(b) above make available to the applicable Issuer through Agent at the Payment Office an amount in immediately available funds equal to its Revolving Commitment Percentage (subject to any contrary provisions of Section 2.22 hereof) of the amount of the drawing, whereupon the participating Lenders shall (subject to Section 2.14(d) hereof2.12(d)) each be deemed to have made a Revolving Advance maintained as a Domestic Rate Loan to Borrowers in that amount. If any Lender holding a Revolving Commitment Percentage so notified fails to make available to Agent, for the benefit of the applicable Issuer, Agent the amount of such Lender’s Revolving Commitment Percentage of such amount by no later than 2:00 p.m. P.M., on the Drawing Date, then interest shall accrue on such Lender’s obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three (3) three days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Revolving Advances maintained as a Domestic Rate Loan Loans on and after the fourth day following the Drawing Date. Agent and the applicable Issuer will promptly give notice of the occurrence of the Drawing Date, but failure of Agent or such Issuer to give any such notice on the Drawing Date or in sufficient time to enable any Lender holding a Revolving Commitment Percentage to effect such payment on such date shall not relieve such Lender from its obligations obligation under this Section 2.14(c2.12(c), provided that such Lender shall not be obligated to pay interest as provided in this Section 2.14(c2.12(c) (i) and (ii) until and commencing from the date of receipt of notice from Agent or such Issuer of a drawing. (d) With respect to any unreimbursed drawing that is not converted into a Revolving Advance maintained as a Domestic Rate Loan to Borrowers in whole or in part as contemplated by Section 2.14(b) 2.12(b), because of Borrowers’ failure to satisfy the conditions set forth in Section 8.2 hereof for any reason (other than the failure of a Lender to fund its Revolving Commitment)any notice requirements) or for any other reason, Borrowers shall be deemed to have incurred from Agent a borrowing (each a “Letter of Credit Borrowing”) in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to a Revolving Advance maintained as a Domestic Rate Loan. Each applicable Lender’s payment to Agent pursuant to Section 2.14(c2.12(c) hereof shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a “Participation Advance” from such Lender in satisfaction of its Participation Commitment in respect of the applicable Letter of Credit under this Section 2.142.12. (e) Each applicable Lender’s Participation Commitment in respect of the Letters of Credit shall continue until the last to occur of any of the following events: (x) all Issuers cease Agent ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (y) no Letter of Credit issued or created hereunder remains outstanding and uncanceleduncancelled; and (z) all Persons (other than the Borrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) Immediately upon the issuance of each Letter of Credit, each Lender holding a Revolving Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuer Agent a participation in each such Letter of Credit and each drawing thereunder in an amount equal to such XxxxxxLender’s Revolving Commitment Percentage of the Maximum Undrawn Face Amount of such Letter of Credit (as in effect from time to time) and the amount of such drawing, respectively. (b) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable Issuer Agent will promptly notify Agent and Borrowing AgentBorrower. Following receipt of Provided that it shall have received such notice, Borrowers Borrower shall reimburse such Issuer in an amount equal to the amount so paid by such Issuer (such obligation to reimburse such Issuer Agent shall sometimes be referred to as a “Reimbursement Obligation”) Agent prior to 12:00 Noon, New York time on each date that an amount is paid by such Issuer Agent under such any Letter of Credit (each such date, a “Drawing Date”)) in an amount equal to the amount so paid by Agent. In the event Borrowers fail Borrower fails to reimburse such Issuer Agent for the full amount of any drawing under any Letter of Credit by 12:00 Noon, New York time, on the Drawing Date, such Issuer Agent will promptly notify Agent and each Lender holding a Revolving Commitment thereof, and Borrowers Borrower shall be automatically deemed to have requested that a Revolving Advance maintained as a Domestic Rate Loan be made by the Lenders to be disbursed on the Drawing Date under such Letter of Credit, and Lenders holding subject to the Revolving Commitments shall be unconditionally obligated to fund such amount of the unutilized portion of the lesser of Maximum Revolving Advance (all whether Amount or not the conditions specified in Formula Amount and subject to Section 8.2 hereof are then satisfied or the Revolving Commitments have been terminated for any reason) as provided for in Section 2.14(c) belowhereof. Any notice given by any Issuer Agent pursuant to this Section 2.14(b2.12(b) may be oral if promptly immediately confirmed in writing; provided that the lack of such a an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Lender holding a Revolving Commitment shall upon any notice pursuant to Section 2.14(b2.12(b) above make available to the applicable Issuer through Agent at the Payment Office an amount in immediately available funds equal to its Revolving Commitment Percentage (subject to any contrary provisions of Section 2.22 hereof) of the amount of the drawing, whereupon the participating Lenders shall (subject to Section 2.14(d) hereof2.12(d)) each be deemed to have made a Revolving Advance maintained as a Domestic Rate Loan to Borrowers Borrower in that amount. If any Lender holding a Revolving Commitment so notified fails to make available to Agent, for the benefit of the applicable Issuer, Agent the amount of such Lender’s Revolving Commitment Percentage of such amount by no later than 2:00 p.m. p.m., New York time on the Drawing Date, then interest shall accrue on such Lender’s obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Revolving Advances maintained as a Domestic Rate Loan Loans on and after the fourth day following the Drawing Date. Agent and the applicable Issuer will promptly give notice of the occurrence of the Drawing Date, but failure of Agent or such Issuer to give any such notice on the Drawing Date or in sufficient time to enable any Lender holding a Revolving Commitment to effect such payment on such date shall not relieve such Lender from its obligations obligation under this Section 2.14(c2.12(c), provided that such Lender shall not be obligated to pay interest as provided in this Section 2.14(c2.12(c) (i) and (ii) until and commencing from the date of receipt of notice from Agent or such Issuer of a drawing. (d) With respect to any unreimbursed drawing that is not converted into a Revolving Advance maintained as a Domestic Rate Loan to Borrowers Borrower in whole or in part as contemplated by Section 2.14(b) hereof for any reason 2.12(b), because of Borrower’s failure to satisfy the conditions set forth in Section 8.2 (other than the failure of a Lender to fund its Revolving Commitment)any notice requirements) or for any other reason, Borrowers Borrower shall be deemed to have incurred from Agent a borrowing (each a “Letter of Credit Borrowing”) in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to a Revolving Advance maintained as a Domestic Rate Loan. Each applicable Lender’s payment to Agent pursuant to Section 2.14(c2.12(c) hereof shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a “Participation Advance” from such Lender in satisfaction of its Participation Commitment in respect of the applicable Letter of Credit under this Section 2.142.12. (e) Each applicable Lender’s Participation Commitment in respect of the Letters of Credit shall continue until the last to occur of any of the following events: (x) all Issuers cease Agent ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (y) no Letter of Credit issued or created hereunder remains outstanding and uncanceled; uncancelled and (z) all Persons (other than Borrowersthe Borrower) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) 2.9.3.1 Immediately upon the issuance of each Letter of Credit, each Lender holding a Revolving Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuer Letter of Credit Lender a participation in each such Letter of Credit and each drawing thereunder in an amount equal to such XxxxxxLender’s Revolving Commitment Percentage Ratable Share of the Maximum Undrawn Amount of maximum amount available to be drawn under such Letter of Credit (as in effect from time to time) and the amount of such drawing, respectively. (b) 2.9.3.2 In the event of any request for a drawing on or before 11:00 a.m. under a Letter of Credit by the beneficiary or transferee thereof, the applicable Issuer Letter of Credit Lender shall promptly notify the Agent upon such request. Provided that it shall have received such notice, the Agent will promptly notify Agent the Borrower and Borrowing Agent. Following receipt of such noticeeach Lender thereof, Borrowers and the Borrower shall reimburse such Issuer be deemed to have requested that Revolving Credit Loans be made by the Lenders in an amount equal to the amount so paid by such Issuer (such obligation to reimburse such Issuer shall sometimes be referred to as a “Reimbursement Obligation”) prior to 12:00 Noon, on each date that an amount is paid by such Issuer under such the Letter of Credit (each such date, a “Drawing Date”). In Lender under the event Borrowers fail to reimburse such Issuer for the full amount of any drawing under any Letter of Credit by 12:00 Noon, on the Drawing Date, such Issuer will promptly notify Agent and each Lender holding a Revolving Commitment thereof, and Borrowers shall be automatically deemed to have requested that a Revolving Advance maintained as a Domestic Base Rate Loan be made by Lenders Option to be disbursed on the Drawing Date under such Letter of Credit, and Lenders holding subject to the amount of the unutilized portion of the Revolving Commitments shall be unconditionally obligated Credit Commitment and not subject to fund such Revolving Advance (all whether or not the conditions specified set forth in Section 8.2 hereof are then satisfied 6.2 [Each Additional Loan or the Revolving Commitments have been terminated for any reason) as provided for in Section 2.14(c) belowLetter of Credit]. Any notice given by any Issuer the Letter of Credit Lender or the Agent pursuant to this Section 2.14(b) 2.9.3.2 may be oral if promptly immediately confirmed in writing; provided that the lack of such a an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) 2.9.3.3 Each Lender holding a Revolving Commitment shall upon any notice pursuant to Section 2.14(b) above 2.9.3.2 [Disbursements, Reimbursement] make available to the applicable Issuer through Agent at on behalf of the Payment Office Letter of Credit Lender an amount in immediately available funds equal to its Revolving Commitment Percentage (subject to any contrary provisions of Section 2.22 hereof) Ratable Share of the amount of the drawing, whereupon the participating Lenders shall (subject to Section 2.14(d) hereof2.9.3.4 [Disbursements, Reimbursement]) each be deemed to have made a Revolving Advance maintained as a Domestic Credit Loan under the Base Rate Loan Option to Borrowers the Borrower in that amount. If any Lender holding a Revolving Commitment so notified fails to make available to Agent, the Agent for the benefit account of the applicable Issuer, Agent on behalf of the Letter of Credit Lender the amount of such Lender’s Revolving Commitment Percentage Ratable Share of such amount by 2:00 p.m. no later than two o’clock (2:00) p.m., Eastern time on the Drawing Date, then interest shall accrue on such Lender’s obligation to make such payment, payment from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Revolving Advances maintained as a Domestic Loans under the Base Rate Loan Option on and after the fourth day following the Drawing Date. The Agent and the applicable Issuer will promptly give notice of the occurrence of the Drawing Date, but failure of the Agent or such Issuer to give any such notice on the Drawing Date or in sufficient time to enable any Lender holding a Revolving Commitment to effect such payment on such date shall not relieve such Lender from its obligations obligation under this Section 2.14(c), provided that such Lender shall not be obligated to pay interest as provided in this Section 2.14(c) until and commencing from the date of receipt of notice from Agent or such Issuer of a drawing2.9.3.3. (d) 2.9.3.4 With respect to any unreimbursed drawing that is not converted into a Revolving Advance maintained as a Domestic Credit Loans under the Base Rate Loan Option to Borrowers the Borrower in whole or in part as contemplated by Section 2.14(b) hereof for any reason (other than the failure of a Lender to fund its Revolving Commitment), Borrowers shall be deemed to have incurred from Agent a borrowing (each a “Letter of Credit Borrowing”) in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to a Revolving Advance maintained as a Domestic Rate Loan. Each applicable Lender’s payment to Agent pursuant to Section 2.14(c) hereof shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a “Participation Advance” from such Lender in satisfaction of its Participation Commitment in respect of the applicable Letter of Credit under this Section 2.142.9. (e) Each applicable Lender’s Participation Commitment in respect of the Letters of Credit shall continue until the last to occur of any of the following events: (x) all Issuers cease to be obligated to issue or cause to be issued Letters of Credit hereunder; (y) no Letter of Credit issued or created hereunder remains outstanding and uncanceled; and (z) all Persons (other than Borrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) Immediately upon the issuance of each Letter of Credit, each Lender holding a Revolving Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuer a participation in each such Letter of Credit and each drawing thereunder in an amount equal to such XxxxxxLender’s Revolving Commitment Percentage of the Maximum Undrawn Face Amount of such Letter of Credit (as in effect from time to time) and the amount of such drawing, respectively. (bi) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable Issuer will promptly notify the Borrowing Agent and the Agent thereof. Provided that the Borrowing Agent. Following receipt of Agent shall have received such notice, the Borrowers shall reimburse such Issuer in an amount equal to the amount so paid by such Issuer (such obligation to reimburse such the Issuer shall sometimes be referred to as a “Reimbursement Obligation”) the Issuer prior to 12:00 Noon, noon on each date that an amount is paid by such the Issuer under such any Letter of Credit (each such date, a “Drawing Date”)) by paying to the Agent for the account of the Issuer an amount equal to the amount so paid by the Issuer. In the event the Borrowers fail to reimburse such the Issuer (through the Agent) for the full amount of any drawing under any Letter of Credit by 12:00 Noon, noon on the Drawing Date, such Issuer the Agent will promptly notify Agent and each Lender holding a Revolving Commitment thereof, and Borrowers the Borrowing Agent shall be automatically deemed to have requested that a Revolving Advance maintained as a Domestic Rate Loan be made by the Lenders to be disbursed on the Drawing Date under such Letter of Credit, and Lenders holding subject to the Revolving Commitments shall be unconditionally obligated to fund such amount of the unutilized portion of the lesser of (i) the Maximum Revolving Advance Amount, or (all whether or not ii) the conditions specified Formula Amount and, in each case, subject to, other than any notice requirement, Section 8.2 hereof are then satisfied or the Revolving Commitments have been terminated for any reason) as provided for in Section 2.14(c) belowhereof. Any notice given by any the Agent or Issuer pursuant to this Section 2.14(b2.8(b)(i) may be oral if promptly immediately confirmed in writing; provided that the lack of such a an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (cii) Each Lender holding a Revolving Commitment shall upon any notice pursuant to Section 2.14(b2.8(b)(i) above make available to the applicable Agent for the account of the Issuer through Agent at the Payment Office an amount in immediately available funds equal to its Revolving Commitment Percentage (subject to any contrary provisions of Section 2.22 hereof) of the amount of the drawing, whereupon the participating Lenders shall (subject to Section 2.14(d2.8(b)(i)) hereof) each be deemed to have made a Revolving Advance maintained as a Domestic Rate Loan to Borrowers the applicable Borrower in that amount. If any Lender holding a Revolving Commitment so notified fails to make available to Agent, the Agent for the benefit account of the applicable Issuer, Issuer the amount of such Lender’s Revolving Commitment Percentage of such amount by no later than 2:00 p.m. on the Drawing Date, then interest shall accrue on such Lender’s obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Revolving Advances maintained as a Domestic Rate Loan Loans on and after the fourth day following the Drawing Date. The Agent and the applicable Issuer will promptly give notice (as described in Section 2.8(b)(i) above) of the occurrence of the Drawing Date, but failure of the Agent or such the Issuer to give any such notice on the Drawing Date or in sufficient time to enable any Lender holding a Revolving Commitment to effect such payment on such date shall not relieve such Lender from its obligations obligation under this Section 2.14(c2.8(b)(ii), provided that such Lender shall not be obligated to pay interest as provided in this Section 2.14(c) until and commencing from the date of receipt of notice from Agent or such Issuer of a drawing. (diii) With respect to any unreimbursed drawing that is not converted into a Revolving Advance Advances maintained as a Domestic Rate Loan Loans to the Borrowers in whole or in part as contemplated by Section 2.14(b) hereof 2.8(b)(i), because of a Borrower’s failure to satisfy the conditions set forth in Section 8.2 other than any notice requirements, or for any reason (other than reason, the failure of a Lender to fund its Revolving Commitment), Borrowers applicable Borrower shall be deemed to have incurred from Agent the Issuer a borrowing (each a “Letter of Credit Borrowing”) in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to a the Revolving Advance Advances maintained as a Domestic Rate LoanLoans. Each applicable Lender’s payment to the Agent for the account of the Issuer pursuant to Section 2.14(c2.8(b)(ii) hereof shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute (each, a “Participation Advance” ”) from such Lender in satisfaction of its Participation Commitment in respect of the applicable Letter of Credit participation obligation under this Section 2.142.8(b). (e) Each applicable Lender’s Participation Commitment in respect of the Letters of Credit shall continue until the last to occur of any of the following events: (x) all Issuers cease to be obligated to issue or cause to be issued Letters of Credit hereunder; (y) no Letter of Credit issued or created hereunder remains outstanding and uncanceled; and (z) all Persons (other than Borrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) Immediately upon the issuance of each Letter of Credit, each Lender holding a Revolving Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuer a participation in each Letter of Credit and each drawing thereunder in an amount equal to such XxxxxxLender’s Revolving Commitment Percentage of the Maximum Undrawn Amount of such Letter of Credit (as in effect from time to time) and the amount of such drawing, respectively. (b) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable Issuer will promptly notify Agent and Borrowing Agent. Following receipt of such notice, Borrowers shall reimburse such Issuer in an amount equal to the amount so paid by such Issuer (such obligation to reimburse such Issuer shall sometimes be referred to as a “Reimbursement Obligation”) prior to 12:00 Noon, on each date that an amount is paid by such Issuer under such Letter of Credit (each such date, a “Drawing Date”). In the event Borrowers fail to reimburse such Issuer for the full amount of any drawing under any Letter of Credit by 12:00 Noon, on the Drawing Date, such Issuer will promptly notify Agent and each Lender holding a Revolving Commitment thereof, and Borrowers shall be automatically deemed to have requested that a Revolving Advance maintained as a Domestic Rate Loan be made by Lenders to be disbursed on the Drawing Date under such Letter of Credit, and Lenders holding the Revolving Commitments shall be unconditionally obligated to fund such Revolving Advance (all whether or not the conditions specified in Section 8.2 hereof are then satisfied or the Revolving Commitments have been terminated for any reason) as provided for in Section 2.14(c) below. Any notice given by any Issuer pursuant to this Section 2.14(b) may be oral if promptly confirmed in writing; provided that the lack of such a confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Lender holding a Revolving Commitment shall upon any notice pursuant to Section 2.14(b) above make available to the applicable Issuer through Agent at the Payment Office an amount in immediately available funds equal to its Revolving Commitment Percentage (subject to any contrary provisions of Section 2.22 hereof) of the amount of the drawing, whereupon the participating Lenders shall (subject to Section 2.14(d) hereof) each be deemed to have made a Revolving Advance maintained as a Domestic Rate Loan to Borrowers in that amount. If any Lender holding a Revolving Commitment so notified fails to make available to Agent, for the benefit of the applicable Issuer, the amount of such Lender’s Revolving Commitment Percentage of such amount by 2:00 p.m. on the Drawing Date, then interest shall accrue on such Lender’s obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Revolving Advances maintained as a Domestic Rate Loan on and after the fourth day following the Drawing Date. Agent and the applicable Issuer will promptly give notice of the occurrence of the Drawing Date, but failure of Agent or such Issuer to give any such notice on the Drawing Date or in sufficient time to enable any Lender holding a Revolving Commitment to effect such payment on such date shall not relieve such Lender from its obligations under this Section 2.14(c), provided that such Lender shall not be obligated to pay interest as provided in this Section 2.14(c) until and commencing from the date of receipt of notice from Agent or such Issuer of a drawing. (d) With respect to any unreimbursed drawing that is not converted into a Revolving Advance maintained as a Domestic Rate Loan to Borrowers in whole or in part as contemplated by Section 2.14(b) hereof for any reason (other than the failure of a Lender to fund its Revolving Commitment), Borrowers shall be deemed to have incurred from Agent a borrowing (each a “Letter of Credit Borrowing”) in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to a Revolving Advance maintained as a Domestic Rate Loan. Each applicable Lender’s payment to Agent pursuant to Section 2.14(c) hereof shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a “Participation Advance” from such Lender in satisfaction of its Participation Commitment in respect of the applicable Letter of Credit under this Section 2.14. (e) Each applicable Lender’s Participation Commitment in respect of the Letters of Credit shall continue until the last to occur of any of the following events: (x) all Issuers cease to be obligated to issue or cause to be issued Letters of Credit hereunder; (y) no Letter of Credit issued or created hereunder remains outstanding and uncanceled; and (z) all Persons (other than Borrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) Immediately upon the issuance of each Letter of Credit, each Lender holding a Revolving Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuer Agent a participation in each such Letter of Credit and each drawing thereunder in an amount equal to such XxxxxxLender’s Revolving Commitment Percentage of the Maximum Undrawn Face Amount of such Letter of Credit (as in effect from time to time) and the amount of such drawing, respectively. (b) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable Issuer Agent will promptly notify Agent and Borrowing Agent. Following receipt of Provided that Borrowing Agent shall have received such notice, the Borrowers shall reimburse such Issuer in an amount equal to the amount so paid by such Issuer (such obligation to reimburse such Issuer Agent shall sometimes be referred to as a “Reimbursement Obligation”) Agent prior to 12:00 Noon, Noon on each date that an amount is paid by such Issuer Agent under such any Letter of Credit (each such date, a “Drawing Date”)) in an amount equal to the amount so paid by Agent. In the event Borrowers fail to reimburse such Issuer Agent for the full amount of any drawing under any Letter of Credit by 12:00 Noon, on the Drawing Date, such Issuer Agent will promptly notify Agent and each Lender holding a Revolving Commitment thereof, and Borrowers shall be automatically deemed to have requested that a Revolving Advance maintained as a Domestic Rate Loan be made by the Lenders to be disbursed on the Drawing Date under such Letter of Credit, and Lenders holding subject to the Revolving Commitments shall be unconditionally obligated to fund such amount of the unutilized portion of the lesser of Maximum Revolving Advance (all whether or not the conditions specified in Section 8.2 hereof are then satisfied Amount or the Revolving Commitments have been terminated for any reason) as provided for in Formula Amount and subject to Section 2.14(c) below8.2. Any notice given by any Issuer Agent pursuant to this Section 2.14(b2.12(b) may be oral if promptly immediately confirmed in writing; provided that the lack of such a an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Lender holding a Revolving Commitment shall upon any notice pursuant to Section 2.14(b2.12(b) above make available to the applicable Issuer through Agent at the Payment Office an amount in immediately available funds equal to its Revolving Commitment Percentage (subject to any contrary provisions of Section 2.22 hereof) of the amount of the drawing, whereupon the participating Lenders shall (subject to Section 2.14(d) hereof2.12(d)) each be deemed to have made a Revolving Advance maintained as a Domestic Rate Loan to Borrowers in that amount. If any Lender holding a Revolving Commitment so notified fails to make available to Agent, for the benefit of the applicable Issuer, Agent the amount of such Lender’s Revolving Commitment Percentage of such amount by no later than 2:00 p.m. on the Drawing Date, then interest shall accrue on such Lender’s obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Revolving Advances maintained as a Domestic Rate Loan Loans on and after the fourth day following the Drawing Date. Agent and the applicable Issuer will promptly give notice of the occurrence of the Drawing Date, but failure of Agent or such Issuer to give any such notice on the Drawing Date or in sufficient time to enable any Lender holding a Revolving Commitment to effect such payment on such date shall not relieve such Lender from its obligations obligation under this Section 2.14(c2.12(c), provided that such Lender shall not be obligated to pay interest as provided in this Section 2.14(c2.12(c) (i) and (ii) until and commencing from the date of receipt of notice from Agent or such Issuer of a drawing. (d) With respect to any unreimbursed drawing that is not converted into a Revolving Advance maintained as a Domestic Rate Loan to Borrowers in whole or in part as contemplated by Section 2.14(b) hereof for any reason 2.12(b), because of Borrowers’ failure to satisfy the conditions set forth in Section 8.2 (other than the failure of a Lender to fund its Revolving Commitment)any notice requirements) or for any other reason, Borrowers shall be deemed to have incurred from Agent a borrowing (each a “Letter of Credit Borrowing”) in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to a Revolving Advance maintained as a Domestic Rate Loan. Each applicable Lender’s payment to Agent pursuant to Section 2.14(c2.12(c) hereof shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a “Participation Advance” from such Lender in satisfaction of its Participation Commitment in respect of the applicable Letter of Credit under this Section 2.142.12. (e) Each applicable Lender’s Participation Commitment in respect of the Letters of Credit shall continue until the last to occur of any of the following events: (xi) all Issuers cease Agent ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (yii) no Letter of Credit issued or created hereunder remains outstanding and uncanceled; uncancelled and (ziii) all Persons (other than the Borrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) Immediately upon the issuance of each Letter of Credit, each Lender holding a Revolving Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuer Agent a participation in each such Letter of Credit and each drawing thereunder in an amount equal to such XxxxxxLender’s Revolving Commitment Percentage of the Maximum Undrawn Face Amount of such Letter of Credit (as in effect from time to time) and the amount of such drawing, respectively. (b) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable Issuer Agent will promptly notify Agent and Borrowing AgentBorrower. Following receipt of Provided that it shall have received such notice, Borrowers Borrower shall reimburse such Issuer in an amount equal to the amount so paid by such Issuer (such obligation to reimburse such Issuer Agent shall sometimes be referred to as a “Reimbursement Obligation”) Agent prior to 12:00 Noon, New York time on each date that an amount is paid by such Issuer Agent under such any Letter of Credit (each such date, a “Drawing Date”)) in an amount equal to the amount so paid by Agent. In the event Borrowers fail Borrower fails to reimburse such Issuer Agent for the full amount of any drawing under any Letter of Credit by 12:00 Noon, New York time, on the Drawing Date, such Issuer Agent will promptly notify Agent and each Lender holding a Revolving Commitment thereof, and Borrowers Borrower shall be automatically deemed to have requested that a Revolving Advance maintained as a Domestic Rate Loan be made by the Lenders to be disbursed on the Drawing Date under such Letter of Credit, and Lenders holding subject to the Revolving Commitments shall be unconditionally obligated to fund such amount of the unutilized portion of the lesser of Maximum Revolving Advance (all whether Amount or not the conditions specified in Formula Amount and subject to Section 8.2 hereof are then satisfied or the Revolving Commitments have been terminated for any reason) as provided for in Section 2.14(c) belowhereof. Any notice given by any Issuer Agent pursuant to this Section 2.14(b2.12(b) may be oral if promptly immediately confirmed in writing; provided that the lack of such a an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Lender holding a Revolving Commitment shall upon any notice pursuant to Section 2.14(b2.12(b) above make available to the applicable Issuer through Agent at the Payment Office an amount in immediately available funds equal to its Revolving Commitment Percentage (subject to any contrary provisions of Section 2.22 hereof) of the amount of the drawing, whereupon the participating Lenders shall (subject to Section 2.14(d) hereof2.12(d)) each be deemed to have made a Revolving Advance maintained as a Domestic Rate Loan to Borrowers Borrower in that amount. If any Lender holding a Revolving Commitment so notified fails to make available to Agent, for the benefit of the applicable Issuer, Agent the amount of such Lender’s Revolving Commitment Percentage of such amount by no later than 2:00 p.m. p.m., New York time on the Drawing Date, then interest shall accrue on such Lender’s obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Revolving Advances maintained as a Domestic Rate Loan Loans on and after the fourth day following the Drawing Date. Agent and the applicable Issuer will promptly give notice of the occurrence of the Drawing Date, but failure of Agent or such Issuer to give any such notice on the Drawing Date or in sufficient time to enable any Lender holding a Revolving Commitment to effect such payment on such date shall not relieve such Lender from its obligations obligation under this Section 2.14(c2.12(c), provided that such Lender shall not be obligated to pay interest as provided in this Section 2.14(c2.12(c) (i) and (ii) until and commencing from the date of receipt of notice from Agent or such Issuer of a drawing. (d) With respect to any unreimbursed drawing that is not converted into a Revolving Advance maintained as a Domestic Rate Loan to Borrowers Borrower in whole or in part as contemplated by Section 2.14(b) hereof for any reason 2.12(b), because of Borrower’s failure to satisfy the conditions set forth in Section 8.2 (other than the failure of a Lender to fund its Revolving Commitment)any notice requirements) or for any other reason, Borrowers Borrower shall be deemed to have incurred from Agent a borrowing (each a “Letter of Credit Borrowing”) in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to a Revolving Advance maintained as a Domestic Rate Loan. Each applicable Lender’s payment to Agent pursuant to Section 2.14(c2.12(c) hereof shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a “Participation Advance” from such Lender in satisfaction of its Participation Commitment in respect of the applicable Letter of Credit under this Section 2.14. (e) 2.12. Each applicable Lender’s Participation Commitment in respect of the Letters of Credit shall continue until the last to occur of any of the following events: (x) all Issuers cease Agent ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (y) no Letter of Credit issued or created hereunder remains outstanding and uncanceled; uncancelled and (z) all Persons (other than BorrowersBorrower) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) Immediately upon the issuance of each Letter of Credit, each Lender holding a Revolving Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuer a participation in each such Letter of Credit and each drawing thereunder in an amount equal to such XxxxxxLender’s Revolving Commitment Percentage of the Maximum Undrawn Face Amount of such Letter of Credit (as in effect from time to time) and the amount of such drawing, respectively. (bi) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable Issuer will promptly notify the Borrowing Agent and the Agent thereof. Provided that the Borrowing Agent. Following receipt of Agent shall have received such notice, the Borrowers shall reimburse such Issuer in an amount equal to the amount so paid by such Issuer (such obligation to reimburse such the Issuer shall sometimes be referred to as a “Reimbursement Obligation”) the Issuer prior to 12:00 Noon, noon on each date that an amount is paid by such the Issuer under such any Letter of Credit (each such date, a “Drawing Date”)) by paying to the Agent for the account of the Issuer an amount equal to the amount so paid by the Issuer. In the event the Borrowers fail to reimburse such the Issuer (through the Agent) for the full amount of any drawing under any Letter of Credit by 12:00 Noon, noon on the Drawing Date, such Issuer the Agent will promptly notify Agent and each Lender holding a Revolving Commitment thereof, and Borrowers the Borrowing Agent shall be automatically deemed to have requested that a Revolving Advance maintained as a Domestic Rate Loan be made by the Lenders to be disbursed on the Drawing Date under such Letter of Credit, subject to the amount of the unutilized portion of the Line Cap and Lenders holding the Revolving Commitments shall be unconditionally obligated to fund such Revolving Advance (all whether or not the conditions specified in subject to, other than any notice requirement, Section 8.2 hereof are then satisfied or the Revolving Commitments have been terminated for any reason) as provided for in Section 2.14(c) belowhereof. Any notice given by any the Agent or Issuer pursuant to this Section 2.14(b2.8(b)(i) may be oral if promptly immediately confirmed in writing; provided that the lack of such a an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (cii) Each Lender holding a Revolving Commitment shall upon any notice pursuant to Section 2.14(b2.8(b)(i) above make available to the applicable Agent for the account of the Issuer through Agent at the Payment Office an amount in immediately available funds equal to its Revolving Commitment Percentage (subject to any contrary provisions of Section 2.22 hereof) of the amount of the drawing, whereupon the participating Lenders shall (subject to Section 2.14(d2.8(b)(i)) hereof) each be deemed to have made a Revolving Advance maintained as a Domestic Rate Loan to Borrowers the applicable Borrower in that amount. If any Lender holding a Revolving Commitment so notified fails to make available to Agent, the Agent for the benefit account of the applicable Issuer, Issuer the amount of such Lender’s Revolving Commitment Percentage of such amount by no later than 2:00 p.m. on the Drawing Date, then interest shall accrue on such Lender’s obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Revolving Advances maintained as a Domestic Rate Loan Loans on and after the fourth day following the Drawing Date. The Agent and the applicable Issuer will promptly give notice (as described in Section 2.8(b)(i) above) of the occurrence of the Drawing Date, but failure of the Agent or such the Issuer to give any such notice on the Drawing Date or in sufficient time to enable any Lender holding a Revolving Commitment to effect such payment on such date shall not relieve such Lender from its obligations obligation under this Section 2.14(c2.8(b)(ii), provided that such Lender shall not be obligated to pay interest as provided in this Section 2.14(c) until and commencing from the date of receipt of notice from Agent or such Issuer of a drawing. (diii) With respect to any unreimbursed drawing that is not converted into a Revolving Advance Advances maintained as a Domestic Rate Loan Loans to the Borrowers in whole or in part as contemplated by Section 2.14(b) hereof 2.8(b)(i), because of a Borrower’s failure to satisfy the conditions set forth in Section 8.2 other than any notice requirements, or for any reason (other than reason, the failure of a Lender to fund its Revolving Commitment), Borrowers applicable Borrower shall be deemed to have incurred from Agent the Issuer a borrowing (each a “Letter of Credit Borrowing”) in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to a the Revolving Advance Advances maintained as a Domestic Rate LoanLoans. Each applicable Lender’s payment to the Agent for the account of the Issuer pursuant to Section 2.14(c2.8(b)(ii) hereof shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute (each, a “Participation Advance” ”) from such Lender in satisfaction of its Participation Commitment in respect of the applicable Letter of Credit participation obligation under this Section 2.142.8(b). (e) Each applicable Lender’s Participation Commitment in respect of the Letters of Credit shall continue until the last to occur of any of the following events: (x) all Issuers cease to be obligated to issue or cause to be issued Letters of Credit hereunder; (y) no Letter of Credit issued or created hereunder remains outstanding and uncanceled; and (z) all Persons (other than Borrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) Immediately upon the issuance of each Letter of Credit, each Lender holding a Revolving Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuer Agent a participation in each such Letter of Credit and each drawing thereunder in an amount equal to such XxxxxxLender’s Revolving Commitment Percentage of the Maximum Undrawn Face Amount of such Letter of Credit (as in effect from time to time) and the amount of such drawing, respectively. (b) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable Issuer Agent will promptly notify Agent and Borrowing Agent. Following receipt of Provided that Borrowing Agent shall have received such notice, the Borrowers shall reimburse such Issuer in an amount equal to the amount so paid by such Issuer (such obligation to reimburse such Issuer Agent shall sometimes be referred to as a “Reimbursement Obligation”) Agent prior to 12:00 Noonp.m., Dallas, Texas time on each date that an amount is paid by such Issuer Agent under such any Letter of Credit (each such date, a “Drawing Date”)) in an amount equal to the amount so paid by Agent. In the event Borrowers fail to reimburse such Issuer Agent for the full amount of any drawing under any Letter of Credit by 12:00 Noonp.m., Dallas, Texas time, on the Drawing Date, such Issuer Agent will promptly notify Agent and each Lender holding a Revolving Commitment thereof, and Borrowers shall be automatically deemed to have requested that a Revolving Advance maintained as a Domestic Rate Loan be made by the Lenders to be disbursed on the Drawing Date under such Letter of Credit, and Lenders holding subject to the Revolving Commitments shall be unconditionally obligated to fund such amount of the unutilized portion of the lesser of Maximum Revolving Advance (all whether Amount or not the conditions specified in Formula Amount and subject to Section 8.2 hereof are then satisfied or the Revolving Commitments have been terminated for any reason) as provided for in Section 2.14(c) belowhereof. Any notice given by any Issuer Agent pursuant to this Section 2.14(b2.12(b) may be oral if promptly immediately confirmed in writing; provided that the lack of such a an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Lender holding a Revolving Commitment shall upon any notice pursuant to Section 2.14(b2.12(b) above make available to the applicable Issuer through Agent at the Payment Office an amount in immediately available funds equal to its Revolving Commitment Percentage (subject to any contrary provisions of Section 2.22 hereof) of the amount of the drawing, whereupon the participating Lenders shall (subject to Section 2.14(d) hereof2.12(d)) each be deemed to have made a Revolving Advance maintained as a Domestic Rate Loan to Borrowers in that amount. If any Lender holding a Revolving Commitment so notified fails to make available to Agent, for the benefit of the applicable Issuer, Agent the amount of such Lender’s Revolving Commitment Percentage of such amount by no later than 2:00 p.m. p.m., Dallas, Texas time on the Drawing Date, then interest shall accrue on such Lender’s obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Revolving Advances maintained as a Domestic Rate Loan Loans on and after the fourth day following the Drawing Date. Agent and the applicable Issuer will promptly give notice of the occurrence of the Drawing Date, but failure of Agent or such Issuer to give any such notice on the Drawing Date or in sufficient time to enable any Lender holding a Revolving Commitment to effect such payment on such date shall not relieve such Lender from its obligations obligation under this Section 2.14(c2.12(c), provided that such Lender shall not be obligated to pay interest as provided in this Section 2.14(c2.12(c) (i) and (ii) until and commencing from the date of receipt of notice from Agent or such Issuer of a drawing. (d) With respect to any unreimbursed drawing that is not converted into a Revolving Advance maintained as a Domestic Rate Loan to Borrowers in whole or in part as contemplated by Section 2.14(b) hereof for any reason 2.12(b), because of Borrowers’ failure to satisfy the conditions set forth in Section 8.2 (other than the failure of a Lender to fund its Revolving Commitment)any notice requirements) or for any other reason, Borrowers shall be deemed to have incurred from Agent a borrowing (each a “Letter of Credit Borrowing”) in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to a Revolving Advance maintained as a Domestic Rate Loan. Each applicable Lender’s payment to Agent pursuant to Section 2.14(c2.12(c) hereof shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a “Participation Advance” from such Lender in satisfaction of its Participation Commitment in respect of the applicable Letter of Credit under this Section 2.142.12. (e) Each applicable Lender’s Participation Commitment in respect of the Letters of Credit shall continue until the last to occur of any of the following events: (x) all Issuers cease Agent ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (y) no Letter of Credit issued or created hereunder remains outstanding and uncanceled; uncancelled and (z) all Persons (other than the Borrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) Immediately upon the issuance Issuance of each Letter of Credit, each Lender holding a Revolving Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuer Issuing Lender a participation in each such Letter of Credit and each drawing thereunder in an amount equal to such XxxxxxLender’s Revolving Commitment Percentage Ratable Share of the Maximum Undrawn Amount of maximum amount available to be drawn under such Letter of Credit (as in effect from time to time) and the amount of such drawing, respectively. (b) 2.9.3.1 In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable Issuer Issuing Lender will promptly notify the Borrower and the Administrative Agent and Borrowing Agentthereof. Following receipt of Provided that it shall have received such notice, Borrowers the Borrower shall reimburse such Issuer in an amount equal to the amount so paid by such Issuer (such obligation to reimburse such Issuer the Issuing Lender shall sometimes be referred to as a “Reimbursement Obligation”) the Issuing Lender prior to 12:00 Noonnoon, Pittsburgh time on each date that an amount is paid by such Issuer the Issuing Lender under such any Letter of Credit (each such date, a “Drawing Date”)) by paying to the Administrative Agent for the account of the Issuing Lender an amount equal to the amount so paid by the Issuing Lender. In the event Borrowers fail the Borrower fails to reimburse such Issuer the Issuing Lender (through the Administrative Agent) for the full amount of any drawing under any Letter of Credit by 12:00 Noonnoon, Pittsburgh time, on the Drawing Date, such Issuer the Administrative Agent will promptly notify Agent and each Lender holding a Revolving Commitment thereof, and Borrowers the Borrower shall be automatically deemed to have requested that a Revolving Advance maintained as a Domestic Rate Loan Credit Loans be made by the Lenders under the Base Rate Option to be disbursed on the Drawing Date under such Letter of Credit, and Lenders holding subject to the amount of the unutilized portion of the Revolving Commitments shall be unconditionally obligated Credit Commitment and subject to fund such Revolving Advance (all whether or not the conditions specified set forth in Section 8.2 hereof are then satisfied or the Revolving Commitments have been terminated for 6.2 [Each Additional Loan] other than any reason) as provided for in Section 2.14(c) belownotice requirements. Any notice given by any Issuer the Administrative Agent or Issuing Lender pursuant to this Section 2.14(b) 2.9.3.1 may be oral if promptly immediately confirmed in writing; provided that the lack of such a an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) 2.9.3.2 Each Lender holding a Revolving Commitment shall upon any notice pursuant to Section 2.14(b) above 2.9. 3.1 make available to the applicable Issuer through Administrative Agent at for the Payment Office account of the Issuing Lender an amount in immediately available funds equal to its Revolving Commitment Percentage (subject to any contrary provisions of Section 2.22 hereof) Ratable Share of the amount of the drawing, whereupon the participating Lenders shall (subject to Section 2.14(d) hereof2.9.3 [Disbursement; Reimbursement]) each be deemed to have made a Revolving Advance maintained as a Domestic Credit Loan under the Base Rate Loan Option to Borrowers the Borrower in that amount. If any Lender holding a Revolving Commitment so notified fails to make available to Agent, the Administrative Agent for the benefit account of the applicable Issuer, Issuing Lender the amount of such Lender’s Revolving Commitment Percentage Ratable Share of such amount by no later than 2:00 p.m. p.m., Pittsburgh time on the Drawing Date, then interest shall accrue on such Lender’s obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Loans under the Revolving Advances maintained as a Domestic Credit Base Rate Loan Option on and after the fourth day following the Drawing Date. The Administrative Agent and the applicable Issuer Issuing Lender will promptly give notice (as described in Section 2.9.3.1 above) of the occurrence of the Drawing Date, but failure of the Administrative Agent or such Issuer the Issuing Lender to give any such notice on the Drawing Date or in sufficient time to enable any Lender holding a Revolving Commitment to effect such payment on such date shall not relieve such Lender from its obligations obligation under this Section 2.14(c), provided that such Lender shall not be obligated to pay interest as provided in this Section 2.14(c) until and commencing from the date of receipt of notice from Agent or such Issuer of a drawing2.9.3.2. (d) 2.9.3.3 With respect to any unreimbursed drawing that is not converted into a Revolving Advance maintained as a Domestic Credit Loans under the Base Rate Loan Option to Borrowers the Borrower in whole or in part as contemplated by Section 2.14(b) hereof 2.9.3.1, because of the Borrower’s failure to satisfy the conditions set forth in Section 6.2 [Each Additional Loan] other than any notice requirements, or for any reason (other than reason, the failure of a Lender to fund its Revolving Commitment), Borrowers Borrower shall be deemed to have incurred from Agent the Issuing Lender a borrowing (each a “Letter of Credit Borrowing”) in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to a the Revolving Advance maintained as a Domestic Credit Loans under the Base Rate LoanOption. Each applicable Lender’s payment to the Administrative Agent for the account of the Issuing Lender pursuant to Section 2.14(c) hereof 2.9.3 [Disbursements, Reimbursement] shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute (each a “Participation Advance” ”) from such Lender in satisfaction of its Participation Commitment in respect of the applicable Letter of Credit participation obligation under this Section 2.142.9.3. (e) Each applicable Lender’s Participation Commitment in respect of the Letters of Credit shall continue until the last to occur of any of the following events: (x) all Issuers cease to be obligated to issue or cause to be issued Letters of Credit hereunder; (y) no Letter of Credit issued or created hereunder remains outstanding and uncanceled; and (z) all Persons (other than Borrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) Immediately upon the issuance of each Letter of Credit, each Revolver Lender holding a Revolving Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuer Issuing Lender a participation in each such Letter of Credit and each drawing thereunder in an amount equal to such XxxxxxRevolver Lender’s Revolving Commitment Percentage Ratable Share of the Maximum Undrawn Amount of maximum amount available to be drawn under such Letter of Credit (as in effect from time to time) and the amount of such drawing, respectively. (b) 2.9.3.1 In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable Issuer Issuing Lender will promptly notify the Revolver Borrowers and the Administrative Agent and Borrowing Agentthereof. Following receipt of Provided that it shall have received such notice, the Revolver Borrowers shall reimburse such Issuer in an amount equal to the amount so paid by such Issuer (such obligation to reimburse such Issuer the Issuing Lender shall sometimes be referred to as a “Reimbursement Obligation”) the Issuing Lender prior to 12:00 Noon, noon on each date that an amount is paid by such Issuer the Issuing Lender under such any Letter of Credit (each such date, a “Drawing Date”)) by paying to the Administrative Agent for the account of the Issuing Lender an amount equal to the amount so paid by the Issuing Lender. In the event the Revolver Borrowers fail to reimburse such Issuer the Issuing Lender (through the Administrative Agent) for the full amount of any drawing under any Letter of Credit by 12:00 Noon, noon on the Drawing Date, such Issuer the Administrative Agent will promptly notify Agent and each Revolver Lender holding a Revolving Commitment thereof, and the Revolver Borrowers shall be automatically deemed to have requested that a Revolving Advance maintained as a Domestic Rate Loan Credit Loans be made by the Revolver Lenders under the Base Rate Option to be disbursed on the Drawing Date under such Letter of Credit, and Lenders holding subject to the amount of the unutilized portion of the Revolving Commitments shall be unconditionally obligated Credit Commitment and subject to fund such Revolving Advance (all whether or not the conditions specified set forth in Section 8.2 hereof are then satisfied 7.2 [Each Loan or the Revolving Commitments have been terminated for Letter of Credit] other than any reason) as provided for in Section 2.14(c) belownotice requirements. Any notice given by any Issuer the Administrative Agent or Issuing Lender pursuant to this Section 2.14(b) 2.9.3.1 may be oral if promptly immediately confirmed in writing; provided that the lack of such a an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) 2.9.3.2 Each Revolver Lender holding a Revolving Commitment shall upon any notice pursuant to Section 2.14(b) above 2.9.3.1 make available to the applicable Issuer through Administrative Agent at for the Payment Office account of the Issuing Lender an amount in immediately available funds equal to its Revolving Commitment Percentage (subject to any contrary provisions of Section 2.22 hereof) Ratable Share of the amount of the drawing, whereupon the participating Revolver Lenders shall (subject to Section 2.14(d) hereof2.9.3 [Disbursements, Reimbursement]) each be deemed to have made a Revolving Advance maintained as a Domestic Credit Loan under the Base Rate Loan Option to the Revolver Borrowers in that amount. If any Revolver Lender holding a Revolving Commitment so notified fails to make available to Agent, the Administrative Agent for the benefit account of the applicable Issuer, Issuing Lender the amount of such Revolver Lender’s Revolving Commitment Percentage Ratable Share of such amount by no later than 2:00 p.m. on the Drawing Date, then interest shall accrue on such Revolver Lender’s obligation to make such payment, from the Drawing Date to the date on which such Revolver Lender makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Revolving Advances maintained as a Domestic Loans under the Base Rate Loan Option on and after the fourth day following the Drawing Date. The Administrative Agent and the applicable Issuer Issuing Lender will promptly give notice (as described in Section 2.9.3.1 above) of the occurrence of the Drawing Date, but failure of the Administrative Agent or such Issuer the Issuing Lender to give any such notice on the Drawing Date or in sufficient time to enable any Revolver Lender holding a Revolving Commitment to effect such payment on such date shall not relieve such Revolver Lender from its obligations obligation under this Section 2.14(c), provided that such Lender shall not be obligated to pay interest as provided in this Section 2.14(c) until and commencing from the date of receipt of notice from Agent or such Issuer of a drawing2.9.3.2. (d) 2.9.3.3 With respect to any unreimbursed drawing that is not converted into a Revolving Advance maintained as a Domestic Credit Loans under the Base Rate Loan Option to the Revolver Borrowers in whole or in part as contemplated by Section 2.14(b) hereof 2.9.3.1, because of any Revolver Borrower’s failure to satisfy the conditions set forth in Section 7.2 [Each Loan or Letter of Credit] other than any notice requirements, or for any reason (other than reason, the failure of a Lender to fund its Revolving Commitment), Revolver Borrowers shall be deemed to have incurred from Agent the Issuing Lender a borrowing (each a “Letter of Credit Borrowing”) in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to a the Revolving Advance maintained as a Domestic Credit Loans under the Base Rate LoanOption. Each applicable Revolver Lender’s payment to the Administrative Agent for the account of the Issuing Lender pursuant to Section 2.14(c) hereof 2.9.3 [Disbursements, Reimbursement] shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute (each a “Participation Advance” ”) from such Revolver Lender in satisfaction of its Participation Commitment in respect of the applicable Letter of Credit participation obligation under this Section 2.142.9.3. (e) Each applicable Lender’s Participation Commitment in respect of the Letters of Credit shall continue until the last to occur of any of the following events: (x) all Issuers cease to be obligated to issue or cause to be issued Letters of Credit hereunder; (y) no Letter of Credit issued or created hereunder remains outstanding and uncanceled; and (z) all Persons (other than Borrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (ai) Immediately upon the issuance of each Letter of Credit, each Lender holding a Revolving Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuer Administrative Agent a participation in each such Letter of Credit and each drawing thereunder in an amount equal to such XxxxxxLender’s Revolving Commitment Percentage pro rata of the Maximum Undrawn Face Amount of such Letter of Credit (as in effect from time to time) and the amount of such drawing, respectively. (bii) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable Issuer Administrative Agent will promptly notify Agent and Borrowing Agentthe Parent Borrower. Following receipt of Provided that the Parent Borrower shall have received such noticenotice by 1:00 pm (New York time), the Borrowers shall reimburse such Issuer in an amount equal to the amount so paid by such Issuer (such obligation to reimburse such Issuer the Administrative Agent or any Lender together with any interest thereon pursuant to Section 2.08 shall sometimes be referred to as a “Reimbursement Obligation”) the Administrative Agent on behalf of the L/C Issuer and the Lenders prior to 12:00 Noon, 1:00 p.m. (New York time) on each such date that an amount is paid by such the Administrative Agent on behalf of the L/C Issuer and the Lenders under such any Letter of Credit (each such date, a “Drawing Date”)) in an amount equal to the amount so paid by the Administrative Agent. In the event the Borrowers fail to reimburse such Issuer the Administrative Agent for the full amount of any drawing under any Letter of Credit by 12:00 Noon, 1.00 p.m. (New York time) on the Drawing Date, such Issuer the Administrative Agent will promptly notify Agent and each Lender holding a Revolving Commitment thereof, and the Borrowers shall be automatically deemed to have requested that a Revolving Advance maintained as Facility Loan that is a Domestic Base Rate Loan be made by the Lenders to be disbursed on the Drawing Date under in respect of such Letter of Credit, Credit pursuant to Section 2.01 and Lenders holding the Revolving Commitments shall be unconditionally obligated subject to fund such Revolving Advance (all whether or not the conditions specified in Section 8.2 hereof are then satisfied or the Revolving Commitments have been terminated for any reason) as provided for in Section 2.14(c) belowArticle IV. Any notice given by any Issuer the Administrative Agent pursuant to this Section 2.14(b2.03(d)(ii) may be oral if promptly immediately confirmed in writing; provided that the lack of such a an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ciii) Each Lender holding a Revolving Commitment shall upon any notice pursuant to Section 2.14(b2.03(d)(ii) above make available to the applicable Issuer through Administrative Agent at the Payment Office an amount in immediately available funds equal to its Revolving Commitment Percentage (subject to any contrary provisions of Section 2.22 hereof) pro rata share of the amount of the drawing, whereupon the participating Lenders shall (subject to Section 2.14(d) hereof2.03(d)(iv)) each be deemed to have made a Revolving Advance maintained as Loan that is a Domestic Base Rate Loan to the Borrowers in that amount. If any Lender holding a Revolving Commitment so notified fails to make available to Agent, for the benefit of the applicable Issuer, Administrative Agent the amount of such Lender’s Revolving Commitment Percentage pro rata share of such amount by no later than 2:00 p.m. (New York time) on the Drawing Date, then interest shall accrue on such Lender’s obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the interest rate applicable to Revolving Advances maintained as a Domestic on Loans that are Base Rate Loan Loans on and after the fourth day following the Drawing Date. The Administrative Agent and the applicable Issuer will promptly give notice of the occurrence of the Drawing Date, but failure of the Administrative Agent or such Issuer to give any such notice on the Drawing Date or in sufficient time to enable any Lender holding a Revolving Commitment to effect such payment on such date shall not relieve such Lender from its obligations obligation under this Section 2.14(c2.03(d)(iii), provided that such Lender shall not be obligated to pay interest as provided in this Section 2.14(cclauses (i) and (ii) until and commencing from the date of receipt of notice from the Administrative Agent or such Issuer of a drawing. Each Lender’s payment to the Administrative Agent pursuant to this Section 2.03(d)(iii) shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a “Participation Revolving Loan” from such Lender in satisfaction of its Participation Commitment under this Section 2.03(d). (div) With respect to any unreimbursed drawing that is not converted into a Revolving Advance maintained as a Domestic Rate Loan to the Borrowers in whole or in part as contemplated by Section 2.14(b) hereof for any reason 2.03(d)(ii), because of the Borrowers’ failure to satisfy the conditions set forth in Section 4.02 (other than any notice requirements) or for any other reason, the failure of a Lender to fund its Revolving Commitment), Borrowers shall be deemed to have incurred from the Administrative Agent a borrowing (each a “Letter of Credit Borrowing”) in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable equal to a Revolving Advance maintained as a Domestic the interest rate on Loans that are Base Rate Loan. Each applicable Lender’s payment to Agent pursuant to Section 2.14(c) hereof shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a “Participation Advance” from such Lender in satisfaction of its Participation Commitment in respect of the applicable Letter of Credit under this Section 2.14Loans. (ev) Each applicable Lender’s Participation Commitment in respect of the Letters of Credit shall continue until the last to occur of any of the following events: (xi) all Issuers cease the Administrative Agent ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (yii) no Letter of Credit issued or created hereunder remains outstanding and uncanceled; uncanceled and (ziii) all Persons (other than the Borrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) Immediately upon the issuance of each Letter of Credit, each Lender holding a Revolving Commitment LC Participant shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuer LC Bank a participation in each such Letter of Credit and each drawing thereunder in an amount equal to such XxxxxxLC Participant’s Revolving Commitment Percentage LC Share of the Maximum Undrawn Amount face amount of such Letter of Credit (as in effect from time to time) and the amount of such drawing, respectively. (b) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable Issuer LC Bank will promptly notify the Agent and Borrowing Agentthe related Seller of such request. Following receipt of Provided that it shall have received such notice, Borrowers the related Seller shall reimburse the LC Bank for the full amount of any such Issuer in an amount equal to the amount so paid by drawing (each such Issuer (such obligation to reimburse such Issuer shall sometimes be referred to as obligation, a “Reimbursement Obligation”) prior to 12:00 Noon, (i) 2:00 p.m. (Chicago time) on each date that an amount is paid by such Issuer the LC Bank under such any Letter of Credit (each such date, a “Drawing Date”), if Seller shall have received notice of such drawing prior to 11:00 a.m. (Chicago time) on such Drawing Date or (ii) 11:00 a.m. (Chicago time) on the Business Day immediately following the Drawing Date (or the date on which Seller shall have received such notice), if Seller shall have received notice of such drawing after 11:00 a.m. (Chicago time) on the Drawing Date (or such other date). In the event Borrowers fail the related Seller fails to reimburse such Issuer the LC Bank for the full amount of any drawing under any Letter of Credit as and when required in accordance with the foregoing sentence (including because the conditions precedent to a purchase deemed to have been requested by 12:00 Noonsuch Seller pursuant to Section 1.1(d) to reimburse the LC Bank shall not have been satisfied), on the Drawing Date, such Issuer LC Bank will promptly notify Agent and each Lender holding a Revolving Commitment LC Participant thereof, and Borrowers shall be automatically deemed to have requested that a Revolving Advance maintained as a Domestic Rate Loan be made by Lenders to be disbursed on the Drawing Date under such Letter of Credit, and Lenders holding the Revolving Commitments shall be unconditionally obligated to fund such Revolving Advance (all whether or not the conditions specified in Section 8.2 hereof are then satisfied or the Revolving Commitments have been terminated for any reason) as provided for in Section 2.14(c) below. Any notice given by any Issuer the LC Bank pursuant to this Section 2.14(b) may be oral if promptly immediately confirmed in writing; provided that the lack of such a an immediate written confirmation shall not affect the conclusiveness or binding effect of such oral notice. (c) Each Lender holding a Revolving Commitment LC Participant shall upon any notice pursuant to Section 2.14(b1.9(b) above make available to the applicable Issuer through Agent at the Payment Office LC Bank an amount in immediately available funds equal to its Revolving Commitment Percentage (subject to any contrary provisions of Section 2.22 hereof) LC Share of the amount of the drawingdrawing (a “Participation Advance”), whereupon the participating Lenders LC Participants shall (subject to Section 2.14(d) hereof) each be deemed to have made a Revolving Advance maintained as a Domestic Rate Loan to Borrowers purchased additional Purchaser Interests in that amount. If any Lender holding a Revolving Commitment LC Participant so notified fails to make available to Agent, for the benefit of the applicable Issuer, LC Bank the amount of such LenderLC Participant’s Revolving Commitment Percentage LC Share of such amount by 2:00 no later than 1:00 p.m. (Chicago time) on the Drawing Date, then interest shall accrue on such LenderLC Participant’s obligation to make such payment, from the Drawing Date to the date on which such Lender LC Participant makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Revolving Advances maintained as a Domestic Rate Loan Capital on and after the fourth day following the Drawing Date. Agent and the applicable Issuer The LC Bank will promptly give notice of the occurrence of the Drawing Date, but failure of Agent or such Issuer the LC Bank to give any such notice on the Drawing Date or in sufficient time to enable any Lender holding a Revolving Commitment LC Participant to effect such payment on such date shall not relieve such Lender LC Participant from its obligations obligation under this Section 2.14(c1.9(c), provided that such Lender LC Participant shall not be obligated to pay interest as provided in this Section 2.14(csubclauses (i) and (ii) above until and commencing from the date of receipt of notice from the LC Bank or the Agent or such Issuer of a drawing. (d) With respect to any unreimbursed drawing that is not converted into a Revolving Advance maintained as a Domestic Rate Loan to Borrowers in whole or in part as contemplated by Section 2.14(b) hereof for any reason (other than the failure of a Lender to fund its Revolving Commitment), Borrowers shall be deemed to have incurred from Agent a borrowing (each a “Letter of Credit Borrowing”) in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to a Revolving Advance maintained as a Domestic Rate Loan. Each applicable LenderLC Participant’s payment Commitment to Agent pursuant to Section 2.14(c) hereof shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a “make Participation Advance” from such Lender in satisfaction of its Participation Commitment in respect of the applicable Letter of Credit under this Section 2.14. (e) Each applicable Lender’s Participation Commitment in respect of the Letters of Credit Advances shall continue until terminated in accordance with Section 4.6 or the last to occur of any of the following events: (xA) all Issuers cease the LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (yB) no Letter of Credit issued or created hereunder remains outstanding and uncanceled; and uncancelled or (zC) all Persons (other than Borrowersa Seller) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) Immediately upon the issuance of each Letter of Credit, each Lender holding a Revolving Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuer Issuing Lender a participation in each such Letter of Credit and each drawing thereunder in an amount equal to such XxxxxxLender’s Revolving Commitment Percentage Ratable Share of the Maximum Undrawn Amount of maximum amount available to be drawn under such Letter of Credit (as in effect from time to time) and the amount of such drawing, respectively. (bi) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable Issuer Issuing Lender will promptly notify the Borrower and the Administrative Agent and Borrowing Agentthereof. Following receipt of Provided that it shall have received such notice, Borrowers the Borrower shall reimburse such Issuer in an amount equal to the amount so paid by such Issuer (such obligation to reimburse such Issuer the Issuing Lender shall sometimes be referred to as a “Reimbursement Obligation”) the Issuing Lender prior to 12:00 Noon, noon on each the next Business Day following the date that an amount is paid by such Issuer the Issuing Lender under such any Letter of Credit (each such date, a “Drawing Reimbursement Date”)) by paying to the Administrative Agent for the account of the Issuing Lender an amount equal to the amount so paid by the Issuing Lender. In the event Borrowers fail the Borrower fails to reimburse such Issuer the Issuing Lender (through the Administrative Agent) for the full amount of any drawing under any Letter of Credit by 12:00 Noon, noon on the Drawing Reimbursement Date, such Issuer the Administrative Agent will promptly notify Agent and each Lender holding a Revolving Commitment thereof, and Borrowers the Borrower shall be automatically deemed to have requested that a Revolving Advance maintained as a Domestic Rate Loan Credit Loans be made by the Lenders under the Base Rate Option to be disbursed on the Drawing Reimbursement Date under such Letter of Credit, and Lenders holding subject to the amount of the unutilized portion of the Revolving Commitments shall be unconditionally obligated Credit Commitment and subject to fund such Revolving Advance (all whether or not the conditions specified in Section 8.2 hereof are then satisfied 7.2 [Each Loan or the Revolving Commitments have been terminated for Letter of Credit] other than any reason) as provided for in Section 2.14(c) belownotice requirements. Any notice given by any Issuer the Administrative Agent or Issuing Lender pursuant to this Section 2.14(b2.8(c)(i) may be oral if promptly confirmed in writing; provided that the lack of such a prompt confirmation shall not affect the conclusiveness or binding effect of such notice. (cii) Each Lender holding a Revolving Commitment shall upon any notice pursuant to Section 2.14(b2.8(c)(i) above make available to the applicable Issuer through Administrative Agent at for the Payment Office account of the Issuing Lender an amount in immediately available funds equal to its Revolving Commitment Percentage (subject to any contrary provisions of Section 2.22 hereof) Ratable Share of the amount of the drawing, whereupon the participating Lenders shall (subject to Section 2.14(d2.8(c) hereof[Disbursements; Reimbursement]) each be deemed to have made a Revolving Advance maintained as a Domestic Credit Loan under the Base Rate Loan Option to Borrowers the Borrower in that amount. If any Lender holding a Revolving Commitment so notified fails to make available to Agent, the Administrative Agent for the benefit account of the applicable Issuer, Issuing Lender the amount of such Lender’s Revolving Commitment Percentage Ratable Share of such amount by no later than 2:00 p.m. on the Drawing Reimbursement Date, then interest shall accrue on such Lender’s obligation to make such payment, from the Drawing Reimbursement Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three (3) days following the Drawing Reimbursement Date and (ii) at a rate per annum equal to the rate applicable to Revolving Advances maintained as a Domestic Credit Loans under the Base Rate Loan Option on and after the fourth day following the Drawing Reimbursement Date. The Administrative Agent and the applicable Issuer Issuing Lender will promptly give notice (as described in Section 2.8(c)(i) above) of the occurrence of the Drawing Reimbursement Date, but failure of the Administrative Agent or such Issuer the Issuing Lender to give any such notice on the Drawing Reimbursement Date or in sufficient time to enable any Lender holding a Revolving Commitment to effect such payment on such date shall not relieve such Lender from its obligations obligation under this Section 2.14(c2.8(c)(ii), provided that such Lender shall not be obligated to pay interest as provided in this Section 2.14(c) until and commencing from the date of receipt of notice from Agent or such Issuer of a drawing. (diii) With respect to any unreimbursed drawing that is not converted into a Revolving Advance maintained as a Domestic Credit Loans under the Base Rate Loan Option to Borrowers the Borrower in whole or in part as contemplated by Section 2.14(b) hereof 2.8(c)(i), because of the Borrower’s failure to satisfy the conditions specified in Section 7.2 [Each Loan or Letter of Credit] other than any notice requirements, or for any reason (other than reason, the failure of a Lender to fund its Revolving Commitment), Borrowers Borrower shall be deemed to have incurred from Agent the Issuing Lender a borrowing (each a “Letter of Credit Borrowing”) in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to a the Revolving Advance maintained as a Domestic Credit Loans under the Base Rate LoanOption. Each applicable Lender’s payment to the Administrative Agent for the account of the Issuing Lender pursuant to this Section 2.14(c2.8(c) hereof shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute (each, a “Participation Advance” ”) from such Lender in satisfaction of its Participation Commitment in respect of the applicable Letter of Credit participation obligation under this Section 2.142.8(c). (e) Each applicable Lender’s Participation Commitment in respect of the Letters of Credit shall continue until the last to occur of any of the following events: (x) all Issuers cease to be obligated to issue or cause to be issued Letters of Credit hereunder; (y) no Letter of Credit issued or created hereunder remains outstanding and uncanceled; and (z) all Persons (other than Borrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) Immediately upon the issuance 2.8.3.1 The L/C Issuer shall issue all Letters of Credits hereunder. The terms applicable to each Letter of Credit, each Lender holding a Revolving Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuer a participation in each Letter of Credit and each drawing thereunder in an amount equal to such Xxxxxx’s Revolving Commitment Percentage of the Maximum Undrawn Amount of such Letter of Credit (shall be as set forth in effect from time to time) and the amount L/C Issuer’s letter of such drawingcredit documentation, respectivelyif not set forth in this Agreement. (b) 2.8.3.2 In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable L/C Issuer will promptly notify Agent and Borrowing Agenteach Borrower. Following receipt of Provided that it shall have received such notice, Borrowers such Borrower shall reimburse such Issuer in an amount equal to the amount so paid by such Issuer (such obligation to reimburse such Issuer Agent shall sometimes be referred to as a “Reimbursement Obligation”) the L/C Issuer prior to 12:00 Noon, Washington, D.C. time on each date that an amount is paid by such the L/C Issuer under such any Letter of Credit (each such date, a an “Drawing Date”). In ) in an amount equal to the event Borrowers fail to reimburse such Issuer for amount so paid by the full amount of any drawing under any Letter of Credit by 12:00 Noon, on the Drawing Date, such Issuer will promptly notify Agent and each Lender holding a Revolving Commitment thereof, and Borrowers shall be automatically deemed to have requested that a Revolving Advance maintained as a Domestic Rate Loan be made by Lenders to be disbursed on the Drawing Date under such Letter of Credit, and Lenders holding the Revolving Commitments shall be unconditionally obligated to fund such Revolving Advance (all whether or not the conditions specified in Section 8.2 hereof are then satisfied or the Revolving Commitments have been terminated for any reason) as provided for in Section 2.14(c) belowL/C Issuer. Any notice given by any Issuer Agent pursuant to this Section 2.14(b) 2.8.3.2 may be oral if promptly immediately confirmed in writing; provided that the lack of such a an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Lender holding . If otherwise permitted under this Agreement, any Borrower may pay any such amount from the proceeds of a Revolving Commitment shall upon Credit Loan. In any notice pursuant to Section 2.14(b) above make available to the applicable Issuer through event, Agent at the Payment Office an amount in immediately available funds equal to its Revolving Commitment Percentage may pay (subject to any contrary provisions of Section 2.22 hereof) of the amount of the drawing, whereupon the participating Lenders shall (subject to Section 2.14(d) hereof) each be deemed to have made a Revolving Advance maintained as a Domestic Rate Loan to Borrowers in that amount. If any Lender holding a Revolving Commitment so notified fails to make available to Agent, for the benefit of the applicable Issuer, the amount of such Lender’s Revolving Commitment Percentage of such amount by 2:00 p.m. on the Drawing Date, then interest shall accrue on such Lender’s obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Revolving Advances maintained as a Domestic Rate Loan on and after the fourth day following the Drawing Date. Agent and the applicable Issuer will promptly give notice of the occurrence of the Drawing Date, but failure of Agent or such Issuer to give any such notice on the Drawing Date or in sufficient time to enable any Lender holding a Revolving Commitment to effect such payment on such date shall not relieve such Lender from its obligations under this Section 2.14(c), provided that such Lender shall not be obligated to pay interest as provided in this Section 2.14(cpay) until and commencing any such amount from the date of receipt of notice from Agent or such Issuer proceeds of a drawing. (d) With respect to any unreimbursed drawing that is Revolving Credit Loan even if such Revolving Credit Loan would not converted into a Revolving Advance maintained as a Domestic Rate Loan to Borrowers in whole or in part as contemplated by Section 2.14(b) hereof for any reason (other than the failure of a Lender to fund its Revolving Commitment), Borrowers shall otherwise be deemed to have incurred from Agent a borrowing permitted under this Agreement (each a “Letter of Credit Borrowing”) in the amount of such drawing). Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to a LIBO-Rate Loans. Each Bank shall, to the extent of its Ratable Share of the aggregate amount of all disbursements made with respect to any Letter of Credit, be deemed to have irrevocably purchased an undivided participation in each Revolving Advance maintained Credit Loan made as a Domestic Rate consequence of such disbursement. Each Bank shall make the amount of its participation in such Revolving Credit Loan available to Agent not later than 12:00 Noon, Washington, D.C. time on the Business Day following such Revolving Credit Loan in same day funds by wire transfer to Agent’s account, and participation not so funded to Agent shall bear interest that is payable by such Bank to Agent in respect of each day during the period commencing on the date the disbursement was funded by Agent and ending on the date Agent recovers such disbursement, at a rate per annum equal to the applicable interest rate in respect of such Revolving Credit Loan. Each applicable Lender’s payment The obligations of a Bank to make payments to Agent, for the account of Agent or the L/C Issuer, with respect to a Letter of Credit shall be irrevocable, without any qualification or exception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the Loan Documents; (ii) the existence of any claim, setoff, defense or other right that any Loan Party may have at any time against a beneficiary named in such Letter of Credit or any transferee of such Letter of Credit (or any Person for which any such transferee may be acting), Agent, L/C Issuer, any Bank, or any other Person, whether in connection with this Agreement, such Letter of Credit, the transactions contemplated herein or any related transactions (including any underlying transactions between a Loan Party or any other party and the beneficiary named in such Letter of Credit); (iii) any draft, certificate or any other document presented under such Letter of Credit proving to be forged, fraudulent, or invalid in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of this Agreement or any of the Loan Documents; (v) any failure by Agent to provide any notices required pursuant to this Agreement relating to such Letter of Credit; (vi) any payment by the L/C Issuer under any of the Letters of Credit against presentation of a draft or certificate which does not comply with the terms of such Letter of Credit (if, in the good faith opinion of the L/C Issuer, such prepayment is deemed to be appropriate); or (vii) the occurrence and continuation of any Potential Default or Event of Default. 2.8.3.3 Each Borrower’s and the other Loan Parties’ obligations to make all payments in respect of Letters of Credit or Letters of Credit Outstanding required under this Agreement, any other Loan Document or the documentation referred to in Sections 2.8.3.1 and 2.8.4, including any Reimbursement Obligation, shall be an “Obligation” hereunder and secured and payable pari passu along with all other Obligations. All such payments referred to in this Section 2.14(c2.8.3 shall be for the account of the L/C Issuer and shall not be distributed according to Section 4.2 or otherwise in accordance with the Banks’ Ratable Shares. 2.8.3.4 On demand by Agent at any time following the occurrence and during the continuance of an Event of Default or on the Expiration Date, Borrowers will cause to be deposited and maintained in an account as directed by Agent, cash collateral in an amount equal to 102.5% of the aggregate amount of Letters of Credit Outstanding, and each Borrower hereby irrevocably authorizes Agent, in its discretion, on Borrowers’ behalf and in such Borrower’s name, to open such an account and to make and maintain deposits therein, or in an account opened by such Borrower. No Borrower may withdraw amounts credited to any such account except upon the earlier of (i) hereof indefeasible payment and performance in full of all Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or for which any events or claims that would give rise thereto are not then pending), termination of this Agreement and termination, replacement or cash collateralization of all then outstanding Letters of Credit in accordance with the terms of this Agreement, and (ii) at such time as such Event of Default no longer exists, unless Agent determines in its sole discretion not to release such amounts. Agent hereby agrees that in the event cash collateral is deposited with Agent in accordance with this Section 2.8.3.4, the Letters of Credit Outstanding shall be deemed to be a payment in respect reduced by the amount of its participation in such Letter cash collateral for purposes of Credit Borrowing and shall constitute a “Participation Advance” from such Lender in satisfaction of its Participation Commitment in respect of the applicable Letter of Credit under this Section 2.14calculating Revolving Facility Usage. (e) Each applicable Lender’s Participation Commitment in respect of the Letters of Credit shall continue until the last to occur of any of the following events: (x) all Issuers cease to be obligated to issue or cause to be issued Letters of Credit hereunder; (y) no Letter of Credit issued or created hereunder remains outstanding and uncanceled; and (z) all Persons (other than Borrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) Immediately upon the issuance of each Letter of Credit, each Lender holding a Revolving Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuer Agent a participation in each such Letter of Credit and each drawing thereunder in an amount equal to such XxxxxxLender’s Revolving Commitment Percentage of the Maximum Undrawn Face Amount of such Letter of Credit (as in effect from time to time) and the amount of such drawing, respectively. (b) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable Issuer Agent will promptly notify Agent and Borrowing Agent. Following receipt of Provided that Borrowing Agent shall have received such notice, the Borrowers shall reimburse such Issuer in an amount equal to the amount so paid by such Issuer (such obligation to reimburse such Issuer Agent shall sometimes be referred to as a “Reimbursement Obligation”) Agent prior to 12:00 Noon, New York time on each date that an amount is paid by such Issuer Agent under such any Letter of Credit (each such date, a “Drawing Date”)) in an amount equal to the amount so paid by Agent. In the event Borrowers fail to reimburse such Issuer Agent for the full amount of any drawing under any Letter of Credit by 12:00 Noon, New York time, on the Drawing Date, such Issuer Agent will promptly notify Agent and each Lender holding a Revolving Commitment thereof, and Borrowers shall be automatically deemed to have requested that a Revolving Advance maintained as a Domestic Rate Loan be made by the Lenders to be disbursed on the Drawing Date under such Letter of Credit, and Lenders holding subject to the Revolving Commitments shall be unconditionally obligated to fund such amount of the unutilized portion of the lesser of (i) the Maximum Revolving Advance Amount, less the Availability Block, less the Maximum Undrawn Amount of all outstanding Letters of Credit, or (all whether or not ii) the conditions specified Formula Amount and, in each case, subject to Section 8.2 hereof are then satisfied or the Revolving Commitments have been terminated for any reason) as provided for in Section 2.14(c) belowhereof. Any notice given by any Issuer Agent pursuant to this Section 2.14(b2.12(b) may be oral if promptly immediately confirmed in writing; provided that the lack of such a an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Lender holding a Revolving Commitment shall upon any notice pursuant to Section 2.14(b2.12(b) above make available to the applicable Issuer through Agent at the Payment Office an amount in immediately available funds equal to its Revolving Commitment Percentage (subject to any contrary provisions of Section 2.22 hereof) of the amount of the drawing, whereupon the participating Lenders shall (subject to Section 2.14(d) hereof2.12(d)) each be deemed to have made a Revolving Advance maintained as a Domestic Rate Loan to Borrowers in that amount. If any Lender holding a Revolving Commitment so notified fails to make available to Agent, for the benefit of the applicable Issuer, Agent the amount of such Lender’s Revolving Commitment Percentage of such amount by no later than 2:00 p.m. p.m., New York time on the Drawing Date, then interest shall accrue on such Lender’s obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Revolving Advances maintained as a Domestic Rate Loan Loans on and after the fourth day following the Drawing Date. Agent and the applicable Issuer will promptly give notice of the occurrence of the Drawing Date, but failure of Agent or such Issuer to give any such notice on the Drawing Date or in sufficient time to enable any Lender holding a Revolving Commitment to effect such payment on such date shall not relieve such Lender from its obligations obligation under this Section 2.14(c2.12(c), provided that such Lender shall not be obligated to pay interest as provided in this Section 2.14(c2.12(c) (i) and (ii) until and commencing from the date of receipt of notice from Agent or such Issuer of a drawing. (d) With respect to any unreimbursed drawing that is not converted into a Revolving Advance maintained as a Domestic Rate Loan to Borrowers in whole or in part as contemplated by Section 2.14(b) 2.12(b), because of Borrowers’ failure to satisfy the conditions set forth in Section 8.2 hereof for any reason (other than the failure of a Lender to fund its Revolving Commitment)any notice requirements) or for any other reason, Borrowers shall be deemed to have incurred from Agent a borrowing (each a “Letter of Credit Borrowing”) in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to a Revolving Advance maintained as a Domestic Rate Loan. Each applicable Lender’s payment to Agent pursuant to Section 2.14(c2.12(c) hereof shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a “Participation Advance” from such Lender in satisfaction of its Participation Commitment in respect of the applicable Letter of Credit under this Section 2.142.12. (e) Each applicable Lender’s Participation Commitment in respect of the Letters of Credit shall continue until the last to occur of any of the following events: (x) all Issuers cease Agent ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (y) no Letter of Credit issued or created hereunder remains outstanding and uncanceleduncancelled; and (z) all Persons (other than the Borrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) Immediately upon the issuance of each Letter of Credit, each Lender holding a Revolving Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuer Issuing Lender a participation in each such Letter of Credit and each drawing thereunder in an amount equal to such Xxxxxx’s Revolving Commitment Percentage Ratable Share of the Maximum Undrawn Amount of maximum amount available to be drawn under such Letter of Credit (as in effect from time to time) and the amount of such drawing, respectively. (b) 2.9.3.1 In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable Issuer Issuing Lender will promptly notify the Borrower and the Administrative Agent and Borrowing Agentthereof. Following receipt of Provided that it shall have received such notice, Borrowers the Borrower shall reimburse such Issuer in an amount equal to the amount so paid by such Issuer (such obligation to reimburse such Issuer the Issuing Lender shall sometimes be referred to as a “Reimbursement Obligation”) the Issuing Lender prior to 12:00 Noon, noon on each date that an amount is paid by such Issuer the Issuing Lender under such any Letter of Credit (each such date, a “Drawing Date”)) by paying to the Administrative Agent for the account of the Issuing Lender an amount equal to the amount so paid by the Issuing Lender. In the event Borrowers fail the Borrower fails to reimburse such Issuer the Issuing Lender (through the Administrative Agent) for the full amount of any drawing under any Letter of Credit by 12:00 Noon, noon on the Drawing Date, such Issuer the Administrative Agent will promptly notify Agent and each Lender holding a Revolving Commitment thereof, and Borrowers the Borrower shall be automatically deemed to have requested that a Revolving Advance maintained as a Domestic Rate Loan Credit Loans be made by the Lenders under the Base Rate Option to be disbursed on the Drawing Date under such Letter of Credit, and Lenders holding subject to the amount of the unutilized portion of the Revolving Commitments shall be unconditionally obligated Credit Commitment and subject to fund such Revolving Advance (all whether or not the conditions specified set forth in Section 8.2 hereof are then satisfied 7.2 [Each Loan or the Revolving Commitments have been terminated for Letter of Credit] other than any reason) as provided for in Section 2.14(c) belownotice requirements. Any notice given by any Issuer the Administrative Agent or Issuing Lender pursuant to this Section 2.14(b) 2.9.3.1 may be oral if promptly immediately confirmed in writing; provided that the lack of such a an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) 2.9.3.2 Each Lender holding a Revolving Commitment shall upon any notice pursuant to Section 2.14(b) above 2.9. 3.1 make available to the applicable Issuer through Administrative Agent at for the Payment Office account of the Issuing Lender an amount in immediately available funds equal to its Revolving Commitment Percentage (subject to any contrary provisions of Section 2.22 hereof) Ratable Share of the amount of the drawing, whereupon the participating Lenders shall (subject to Section 2.14(d) hereof2.9.3 [Disbursements, Reimbursement]) each be deemed to have made a Revolving Advance maintained as a Domestic Credit Loan under the Base Rate Loan Option to Borrowers the Borrower in that amount. If any Lender holding a Revolving Commitment so notified fails to make available to Agent, the Administrative Agent for the benefit account of the applicable Issuer, Issuing Lender the amount of such LenderXxxxxx’s Revolving Commitment Percentage Ratable Share of such amount by no later than 2:00 p.m. on the Drawing Date, then interest shall accrue on such Lender’s obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Revolving Advances maintained as a Domestic Credit Loans under the Base Rate Loan Option on and after the fourth day following the Drawing Date. The Administrative Agent and the applicable Issuer Issuing Lender will promptly give notice (as described in Section 2.9.3.1 above) of the occurrence of the Drawing Date, but failure of the Administrative Agent or such Issuer the Issuing Lender to give any such notice on the Drawing Date or in sufficient time to enable any Lender holding a Revolving Commitment to effect such payment on such date shall not relieve such Lender from its obligations obligation under this Section 2.14(c), provided that such Lender shall not be obligated to pay interest as provided in this Section 2.14(c) until and commencing from the date of receipt of notice from Agent or such Issuer of a drawing2.9.3.2. (d) 2.9.3.3 With respect to any unreimbursed drawing that is not converted into a Revolving Advance maintained as a Domestic Credit Loans under the Base Rate Loan Option to Borrowers the Borrower in whole or in part as contemplated by Section 2.14(b) hereof 2.9.3.1, because of the Borrower’s failure to satisfy the conditions set forth in Section 7.2 [Each Loan or Letter of Credit] other than any notice requirements, or for any reason (other than reason, the failure of a Lender to fund its Revolving Commitment), Borrowers Borrower shall be deemed to have incurred from Agent the Issuing Lender a borrowing (each a “Letter of Credit Borrowing”) in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to a the Revolving Advance maintained as a Domestic Credit Loans under the Base Rate LoanOption. Each applicable Lender’s payment to the Administrative Agent for the account of the Issuing Lender pursuant to Section 2.14(c) hereof 2.9.3 [Disbursements, Reimbursement] shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute (each a “Participation Advance” ”) from such Lender in satisfaction of its Participation Commitment in respect of the applicable Letter of Credit participation obligation under this Section 2.142.9.3. (e) Each applicable Lender’s Participation Commitment in respect of the Letters of Credit shall continue until the last to occur of any of the following events: (x) all Issuers cease to be obligated to issue or cause to be issued Letters of Credit hereunder; (y) no Letter of Credit issued or created hereunder remains outstanding and uncanceled; and (z) all Persons (other than Borrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) Immediately upon the issuance of each Letter of Credit, each Revolving Lender holding a Revolving Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuer Issuing Lender a participation in each such Letter of Credit and each drawing thereunder thereunder, without recourse or warranty, in an amount equal to such XxxxxxRevolving Lender’s Revolving Commitment Percentage Pro Rata Share of the Maximum Undrawn Amount of maximum amount available to be drawn under such Letter of Credit (as in effect from time to time) and the amount of such drawing, respectively. (bi) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable Issuer Issuing Lender will promptly notify the Borrower and the Administrative Agent and Borrowing Agentthereof. Following receipt of Provided that it shall have received such notice, Borrowers the Borrower shall reimburse such Issuer in an amount equal to the amount so paid by such Issuer (such obligation to reimburse such Issuer Issuing Lender shall sometimes be referred to as a “Reimbursement Obligation”) such Issuing Lender prior to 12:00 Noon, Noon on each date that an amount is paid by such Issuer Issuing Lender under such any Letter of Credit (each such date, a “Drawing Date”), or if such notice was received after 11:00 a.m. on a Drawing Date, then by 10:00 a.m. on the Business Day immediately following such Drawing Date, by paying to the Administrative Agent for the account of such Issuing Lender an amount equal to the amount so paid by such Issuing Lender. In the event Borrowers fail the Borrower fails to reimburse such Issuer Issuing Lender (through the Administrative Agent) for the full amount of any drawing under any Letter of Credit by 12:00 Noondate and time required in accordance with the foregoing sentence, on then the Drawing Date, such Issuer Administrative Agent will promptly notify Agent and each Revolving Lender holding a Revolving Commitment thereof, and Borrowers the Borrower shall be automatically deemed to have requested that a Revolving Advance maintained as a Domestic Rate Loan Loans be made by the Revolving Lenders under the Base Rate Option to be disbursed on the Business Day immediately following the Drawing Date under such Letter Date, subject to the amount of Credit, and Lenders holding the unutilized portion of the Revolving Commitments shall be unconditionally obligated Commitment and subject to fund such Revolving Advance (all whether or not the conditions specified set forth in Section 8.2 hereof are then satisfied or the Revolving Commitments have been terminated for 4.3 other than any reason) as provided for in Section 2.14(c) belownotice requirements. Any notice given by any Issuer the Administrative Agent or an Issuing Lender pursuant to this Section 2.14(b2.9(c)(i) may be oral by telephone if promptly immediately confirmed in writing; provided that the lack of such a an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (cii) Each Revolving Lender holding a Revolving Commitment shall upon any the Business Day immediately following a Drawing Date with respect to which notice pursuant to was delivered by the Administrative Agent in accordance with Section 2.14(b2.9(c)(i) above make funds available to the Administrative Agent for the account of the applicable Issuer through Agent at the Payment Office Issuing Lender in an amount in immediately available funds equal to its Revolving Commitment Percentage (subject to any contrary provisions of Section 2.22 hereof) Pro Rata Share of the amount of the drawing. So long as the conditions set forth in Section 4.3 have been satisfied or waived in accordance with this Agreement, whereupon the participating Lenders each Revolving Lender that makes such funds available shall (subject to Section 2.14(d) hereof) each be deemed to have made a Revolving Advance maintained as Loan at the Base Rate Option; provided, that if any conditions set forth in Section 4.3 have not been satisfied or waived in accordance with this Agreement, each Revolving Lender shall remain obligated to fund its Pro Rata Share of such unreimbursed amount and such amount (each a Domestic Rate Loan “Participation Advance”) shall be deemed to Borrowers be a payment in that amountrespect of its participation in the applicable Letter of Credit Borrowing resulting from such drawing in accordance with Section 2.9(c)(iii). If any Revolving Lender holding a Revolving Commitment so notified fails to make available to Agent, the Administrative Agent for the benefit account of the applicable Issuer, such Issuing Lender the amount of such Revolving Lender’s Revolving Commitment Percentage Pro Rata Share of such amount by 2:00 p.m. no later than 12:00 Noon on the Drawing Datesuch date, then interest shall accrue on such Revolving Lender’s obligation to make such payment, from the Drawing Date such Business Day to the date on which such Lender makes such payment (iA) at a rate per annum equal to the Federal Funds Effective Rate during the first three (3) days following the Drawing Date date such amount was due and (iiB) at a rate per annum equal to the rate applicable to Revolving Advances maintained as a Domestic Base Rate Loan on and after the fourth day following the Drawing DateLoans thereafter. The Administrative Agent and the applicable Issuer Issuing Lender will promptly give notice (as described in Section 2.9(c)(i) above) of the occurrence of the Drawing Date, but failure of the Administrative Agent or such Issuer the Issuing Lender to give any such notice on the Drawing Date or in sufficient time to enable any Lender holding a Revolving Commitment to effect such payment on such date shall not relieve such Lender from its obligations obligation under this Section 2.14(cclause (ii), provided that such Lender shall not be obligated to pay interest as provided in this Section 2.14(c) until and commencing from the date of receipt of notice from Agent or such Issuer of a drawing. (diii) With respect to any unreimbursed drawing that is not converted into a fully reimbursed by Borrower and is not refinanced by Revolving Advance maintained as a Domestic Rate Loan Loans in accordance with Section 2.9(c)(i) because of the Borrower’s failure to Borrowers satisfy the conditions set forth in whole or in part as contemplated by Section 2.14(b) hereof for any reason (other than 4.3, the failure of a Lender to fund its Revolving Commitment), Borrowers Borrower shall be deemed to have incurred from Agent the Issuing Lender a borrowing (each each, a “Letter of Credit Borrowing”) in an amount equal to the amount unreimbursed portion of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to a the Revolving Advance maintained as a Domestic Loans under the Base Rate Loan. Each applicable Lender’s payment to Agent pursuant to Section 2.14(c) hereof shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a “Participation Advance” from such Lender in satisfaction of its Participation Commitment in respect of the applicable Letter of Credit under this Section 2.14Option. (e) Each applicable Lender’s Participation Commitment in respect of the Letters of Credit shall continue until the last to occur of any of the following events: (x) all Issuers cease to be obligated to issue or cause to be issued Letters of Credit hereunder; (y) no Letter of Credit issued or created hereunder remains outstanding and uncanceled; and (z) all Persons (other than Borrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) Immediately upon the issuance of each Letter of Credit, each Lender holding a Revolving Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuer Issuing Lender a participation in each such Letter of Credit and each drawing thereunder in an amount equal to such XxxxxxLender’s Revolving Commitment Percentage Ratable Share of the Maximum Undrawn Amount of maximum amount available to be drawn under such Letter of Credit (as in effect from time to time) and the amount of such drawing, respectively, in each case in the currency in which each Letter of Credit is issued. (b) 2.8.3.1 In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable Issuer Issuing Lender will promptly notify the Borrowers and the Administrative Agent and Borrowing Agentthereof. Following receipt of Provided that it shall have received such notice, the Borrowers shall reimburse such Issuer in an amount equal to the amount so paid by such Issuer (such obligation to reimburse such Issuer the Issuing Lender shall sometimes be referred to as a “Reimbursement Obligation”) the Issuing Lender prior to 12:00 Noon, noon on each date that an amount is paid by such Issuer the Issuing Lender under such any Letter of Credit (each such date, a “Drawing Date”)) by paying to the Administrative Agent for the account of the Issuing Lender an amount equal to the amount so paid by the Issuing Lender, in the same currency as paid, unless otherwise required by the Administrative Agent or the Issuing Lender. In the event the Borrowers fail to reimburse such Issuer the Issuing Lender (through the Administrative Agent) for the full amount of any drawing under any Letter of Credit by 12:00 Noon, noon on the Drawing Date, such Issuer the Administrative Agent will promptly notify Agent and each Lender holding a Revolving Commitment thereof, and the Borrowers shall be automatically deemed to have requested that a Revolving Advance maintained as a Domestic Rate Loan Credit in U.S. Dollars (and, if the Letter of Credit was denominated in another currency, in the Dollar Equivalent amount to the amount paid by the Issuing Lender in such other currency on the Drawing Date thereof) be made by the Lenders under the Base Rate Option to be disbursed on the Drawing Date under such Letter of Credit, and Lenders holding subject to the amount of the unutilized portion of the Revolving Commitments shall be unconditionally obligated Credit Commitment and subject to fund such Revolving Advance (all whether or not the conditions specified set forth in Section 8.2 hereof are then satisfied 7.2 [Each Loan or the Revolving Commitments have been terminated for Letter of Credit] other than any reason) as provided for in Section 2.14(c) belownotice requirements. Any notice given by any Issuer the Administrative Agent or Issuing Lender pursuant to this Section 2.14(b) 2.8.3.1 may be oral if promptly immediately confirmed in writing; provided that the lack of such a an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) 2.8.3.2 Each Lender holding a Revolving Commitment shall upon any notice pursuant to Section 2.14(b) above 2.8.3.1 make available to the applicable Issuer through Administrative Agent at for the Payment Office account of the Issuing Lender an amount in Dollars in immediately available funds equal to its Revolving Commitment Percentage (subject to any contrary provisions of Section 2.22 hereof) Ratable Share of the Dollar Equivalent amount of the drawing, whereupon the participating Lenders shall (subject to Section 2.14(d) hereof2.8.3 [Disbursements, Reimbursement]) each be deemed to have made a Revolving Advance maintained as a Domestic Credit Loan in Dollars under the Base Rate Loan Option to the Borrowers in that amount. If any Lender holding a Revolving Commitment so notified fails to make available to Agent, the Administrative Agent for the benefit account of the applicable Issuer, Issuing Lender the amount of such Lender’s Revolving Commitment Percentage Ratable Share of such amount by no later than 2:00 p.m. on the Drawing Date, then interest shall accrue on such Lender’s obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Loans under the Revolving Advances maintained as a Domestic Credit Base Rate Loan Option on and after the fourth day following the Drawing Date. The failure of any Lender to make available to the Administrative Agent for the account of the Issuing Lender its Ratable Share of the Dollar Equivalent amount of the drawing shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of the Issuing Lender its Ratable Share of the Dollar Equivalent amount of the drawing; provided that no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Ratable Share of the Dollar Equivalent amount of the drawing. The Administrative Agent and the applicable Issuer Issuing Lender will promptly give notice (as described in Section 2.8.3.1 above) of the occurrence of the Drawing Date, but failure of the Administrative Agent or such Issuer the Issuing Lender to give any such notice on the Drawing Date or in sufficient time to enable any Lender holding a Revolving Commitment to effect such payment on such date Drawing Date shall not relieve such Lender from its obligations obligation under this Section 2.14(c), provided that such Lender shall not be obligated to pay interest as provided in this Section 2.14(c) until and commencing from the date of receipt of notice from Agent or such Issuer of a drawing2.8.3.2. (d) 2.8.3.3 With respect to any unreimbursed drawing that is not converted into a Revolving Advance maintained as a Domestic Credit Loans in Dollars under the Base Rate Loan Option to the Borrowers in whole or in part as contemplated by Section 2.14(b) hereof 2.8.3.1, because of the Borrowers’ failure to satisfy the conditions set forth in Section 7.2 [Each Loan or Letter of Credit] other than any notice requirements, or for any reason (other than reason, the failure of a Lender to fund its Revolving Commitment), Borrowers shall be deemed to have incurred from Agent the Issuing Lender a borrowing (each a “Letter of Credit Borrowing”) in Dollars in the amount of such drawingdrawing (and, if the Letter of Credit was denominated in another currency, in the Dollar Equivalent amount to the amount paid by the Issuing Lender in such other currency on the Drawing Date thereof). Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to a the Revolving Advance maintained as a Domestic Credit Loans under the Base Rate LoanOption. Each applicable Lender’s payment to the Administrative Agent for the account of the Issuing Lender pursuant to Section 2.14(c) hereof 2.8.3 [Disbursements, Reimbursement] shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute (each a “Participation Advance” ”) from such Lender in satisfaction of its Participation Commitment in respect of the applicable Letter of Credit participation obligation under this Section 2.142.8.3. (e) Each applicable Lender’s Participation Commitment in respect of the Letters of Credit shall continue until the last to occur of any of the following events: (x) all Issuers cease to be obligated to issue or cause to be issued Letters of Credit hereunder; (y) no Letter of Credit issued or created hereunder remains outstanding and uncanceled; and (z) all Persons (other than Borrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (ai) Immediately upon the issuance of each Letter of Credit, each Lender holding a Revolving Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuer a participation in each Letter of Credit and each drawing thereunder in an amount equal to such XxxxxxLxxxxx’s Revolving Commitment Percentage Pro Rata Share of the Maximum Undrawn Amount of such Letter of Credit (as in effect from time to time) and the amount of such drawing, respectively. (bii) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable Issuer Issuing Bank will promptly notify the Administrative Agent and Borrowing Agentthe Borrower. Following receipt of such notice, Borrowers The Borrower shall reimburse such Issuer in an amount equal to the amount so paid by such Issuer (such obligation to reimburse such Issuer the Issuing Bank shall sometimes be referred to as a “Reimbursement Obligation”) the applicable Issuing Bank (A) if such day is a Business Day and the Borrower shall have received notice of such drawing prior to 12:00 Noon10:00 a.m. (New York City time), on each date such day that an amount is paid by such Issuer the applicable Issuing Bank under such any Letter of Credit (each such date, a “Drawing Date”) (it being understood and agreed that on such date, regardless of whether such notice has been given prior to 10:00 a.m. (New York City time), the Administrative Agent may, in its discretion, deem that the Borrower has requested that a Revolving Loan maintained as a Base Rate Loan be made by Lenders to be disbursed on such date to satisfy the applicable Reimbursement Obligation), and (B) otherwise, on the immediately succeeding Business Day, in each case an amount equal to the amount so paid by such Issuing Bank. In the event Borrowers fail the Borrower fails to reimburse such Issuer Issuing Bank for the full amount of any drawing under any Letter of Credit by 12:00 Noonthe time required by the immediately preceding sentence (each such date, on the Drawing a “Reimbursement Date”), such Issuer Issuing Bank will promptly notify the Administrative Agent and each Lender holding a Revolving Commitment thereof, and Borrowers the Borrower shall be automatically deemed to have requested that a Revolving Advance Loan maintained as a Domestic Base Rate Loan be made by Lenders to be disbursed on the Drawing Date under such Letter of CreditReimbursement Date, and Lenders holding the Revolving Commitments shall be unconditionally obligated to fund such Revolving Advance Loan (all whether or not the conditions specified in Section 8.2 hereof 3.2 are then satisfied or the commitments of Lenders to make Revolving Commitments Loans hereunder have been terminated for any reason) as provided for in Section 2.14(csub-clause (iii) immediately below. Any notice given by any Issuer an Issuing Bank pursuant to this Section 2.14(bsub-clause (ii) may be oral if promptly confirmed in writing; provided that the lack of such a confirmation shall not affect the conclusiveness or binding effect of such notice. (ciii) Each Lender holding a Revolving Commitment shall upon any notice pursuant to Section 2.14(bsub-clause (ii) above make available to the applicable Issuer Issuing Bank through the Administrative Agent at the Payment Office account designated therefor by the Administrative Agent an amount in immediately available funds equal to its Revolving Commitment Percentage Pro Rata Share (subject to any contrary provisions of Section 2.22 hereof2.22) of the amount of the drawing, whereupon the participating Lenders shall (subject to Section 2.14(dsub-clause (iv) hereofbelow) each be deemed to have made a Revolving Advance Loan maintained as a Domestic Base Rate Loan to Borrowers the Borrower in that amount. If any Lender holding a Revolving Commitment so notified fails to make available to the Administrative Agent, for the benefit of the applicable IssuerIssuing Bank, the amount of such Lender’s Revolving Commitment Percentage Pro Rata Share of such amount by 2:00 p.m. on the Drawing applicable Reimbursement Date, then interest shall accrue on such Lender’s obligation to make such payment, from the Drawing such Reimbursement Date to the date on which such Lender makes such payment (iA) at a rate per annum equal to the Federal Funds Effective Rate during the first three (3) days following the Drawing such Reimbursement Date and (iiB) at a rate per annum equal to the rate applicable to Revolving Advances Loans maintained as a Domestic Base Rate Loan on and after the fourth day following the Drawing such Reimbursement Date. The Administrative Agent and the applicable Issuer Issuing Bank will promptly give notice of the occurrence of the Drawing Date, but failure of the Administrative Agent or such Issuer any Issuing Bank to give any such notice on the Drawing Date or in sufficient time to enable any Lender holding a Revolving Commitment to effect such payment on such date shall not relieve such Lender from its obligations under this Section 2.14(csub-clause (iii), provided that such Lender shall not be obligated to pay interest as provided in clause (A) and (B) of this Section 2.14(csub-clause (iii) until and commencing from the date of receipt of notice from the Administrative Agent or such Issuer the applicable Issuing Bank of a drawing. (div) With respect to any unreimbursed drawing that is not converted into a Revolving Advance Loan maintained as a Domestic Base Rate Loan to Borrowers the Borrower in whole or in part as contemplated by sub-clause (ii) above, because of the Borrower’s failure to satisfy the conditions set forth in Section 2.14(b) 3.2 hereof for any reason (other than any notice requirements) or for any other reason, the failure of a Lender to fund its Revolving Commitment), Borrowers Borrower shall be deemed to have incurred from the Administrative Agent a borrowing (each a “Letter of Credit Borrowing”) in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to a Revolving Advance Loan maintained as a Domestic Base Rate Loan. Each applicable Lender’s payment to the Administrative Agent pursuant to Section 2.14(csub-clause (iii) hereof shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a “Participation Advance” from such Lender in satisfaction of its Participation Commitment in respect of the applicable Letter of Credit under this Section 2.142.4(g). (ev) Each applicable Lender’s Participation Commitment in respect of the Letters of Credit shall continue until the last to occur of any of the following events: (x) all Issuers cease the Issuing Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (y) no Letter of Credit issued or created hereunder remains outstanding and uncanceleduncancelled; and (z) all Persons (other than Borrowersthe Credit Parties) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) Immediately upon the issuance of each Letter of Credit, each Lender holding a Revolving Commitment LC Participant shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuer LC Bank a participation in each such Letter of Credit and each drawing thereunder in an amount equal to such XxxxxxLC Participant’s Revolving Commitment Percentage Pro Rata Share of the Maximum Undrawn Amount face amount of such Letter of Credit (as in effect from time to time) and the amount of such drawing, respectively. (b) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable Issuer LC Bank will promptly notify Agent the Administrator and Borrowing Agentthe Seller of such request. Following receipt of Provided that it shall have received such notice, Borrowers the Seller shall reimburse such Issuer in an amount equal to the amount so paid by such Issuer (such obligation to reimburse such Issuer the LC Bank shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank prior to 12:00 Noonp.m., New York time, on each date that an amount is paid by such Issuer the LC Bank under such any Letter of Credit (each such date, a “Drawing Date”)) in an amount equal to the amount so paid by the LC Bank. In the event Borrowers fail the Seller fails to reimburse such Issuer the LC Bank for the full amount of any drawing under any Letter of Credit by 12:00 Noonp.m., New York time, on the Drawing Date, such Issuer the LC Bank will promptly notify Agent and each Lender holding a Revolving Commitment LC Participant thereof, and Borrowers the Seller shall be automatically deemed to have requested that a Revolving Advance maintained as a Domestic Rate Loan Funded Purchase be made by Lenders the LC Bank and the LC Participants to be disbursed on the Drawing Date under such Letter of Credit, and Lenders holding subject to the Revolving Commitments shall be unconditionally obligated to fund such Revolving Advance (all whether or not amount of the conditions specified in Section 8.2 hereof are then satisfied or unutilized portion of the Revolving Commitments have been terminated for any reason) as provided for in Section 2.14(c) belowPurchase Limit. Any notice given by any Issuer the LC Bank pursuant to this Section 2.14(b) may be oral if promptly immediately confirmed in writing; provided that the lack of such a an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Lender holding a Revolving Commitment LC Participant shall upon any notice pursuant to Section 2.14(bsubclause (b) above make available to the applicable Issuer through Agent at the Payment Office LC Bank an amount in immediately available funds equal to its Revolving Commitment Percentage (subject to any contrary provisions of Section 2.22 hereof) Pro Rata Share of the amount of the drawing, whereupon the participating Lenders LC Participants shall (subject to Section 2.14(d) hereof) each be deemed to have made a Revolving Advance maintained as a Domestic Rate Loan to Borrowers Funded Purchase in that amount. If any Lender holding a Revolving Commitment LC Participant so notified fails to make available to Agent, for the benefit of the applicable Issuer, LC Bank the amount of such LenderLC Participant’s Revolving Commitment Percentage Pro Rata Share of such amount by no later than 2:00 p.m. p.m., New York time on the Drawing Date, then interest shall accrue on such LenderLC Participant’s obligation to make such payment, from the Drawing Date to the date on which such Lender LC Participant makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Revolving Advances maintained as a Domestic Rate Loan Capital on and after the fourth day following the Drawing Date. Agent and the applicable Issuer The LC Bank will promptly give notice of the occurrence of the Drawing Date, but failure of Agent or such Issuer the LC Bank to give any such notice on the Drawing Date or in sufficient time to enable any Lender holding a Revolving Commitment LC Participant to effect such payment on such date shall not relieve such Lender LC Participant from its obligations obligation under this Section 2.14(csubclause (c), provided that such Lender LC Participant shall not be obligated to pay interest as provided in this Section 2.14(csubclauses (i) and (ii) above until and commencing from the date of receipt of notice from Agent the LC Bank or such Issuer the Administrator of a drawing. (d) With respect to any unreimbursed drawing that is not converted into a Revolving Advance maintained as a Domestic Rate Loan to Borrowers in whole or in part as contemplated by Section 2.14(b) hereof for any reason (other than the failure of a Lender to fund its Revolving Commitment), Borrowers shall be deemed to have incurred from Agent a borrowing (each a “Letter of Credit Borrowing”) in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to a Revolving Advance maintained as a Domestic Rate Loan. Each applicable LenderLC Participant’s payment to Agent pursuant to Section 2.14(c) hereof shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a “Participation Advance” from such Lender in satisfaction of its Participation Commitment in respect of the applicable Letter of Credit under this Section 2.14. (e) Each applicable Lender’s Participation Commitment in respect of the Letters of Credit shall continue until the last to occur of any of the following events: (xA) all Issuers cease the LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (yB) no Letter of Credit issued or created hereunder remains outstanding and uncanceled; and uncancelled or (zC) all Persons (other than Borrowersthe Seller) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) Immediately upon the issuance of each Letter of Credit, each Lender holding a Revolving Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuer Issuing Lender a participation in each such Letter of Credit and each drawing thereunder in an amount equal to such Xxxxxx’s Revolving Commitment Percentage Ratable Share of the Maximum Undrawn Amount of maximum amount available to be drawn under such Letter of Credit (as in effect from time to time) and the amount of such drawing, respectively, in each case in the currency in which each Letter of Credit is issued. (b) 2.9.3.1 In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable Issuer Issuing Lender will promptly notify the Borrower and the Administrative Agent and Borrowing Agentthereof. Following receipt of Provided that it shall have received such notice, Borrowers the Borrower shall reimburse such Issuer in an amount equal to the amount so paid by such Issuer (such obligation to reimburse such Issuer the Issuing Lender shall sometimes be referred to as a “Reimbursement Obligation”) the Issuing Lender prior to 12:00 Noon, noon on each date that an amount is paid by such Issuer the Issuing Lender under such any Letter of Credit (each such date, a “Drawing Date”)) by paying to the Administrative Agent for the account of the Issuing Lender an amount equal to the amount so paid by the Issuing Lender in the same currency as paid, unless otherwise required by the Administrative Agent or the Issuing Lender. In the event Borrowers fail the Borrower fails to reimburse such Issuer the Issuing Lender (through the Administrative Agent) for the full amount of any drawing under any Letter of Credit by 12:00 Noon, 2:00 p.m. on the Drawing Date, such Issuer the Administrative Agent will promptly notify Agent and each Lender holding a Revolving Commitment thereof, and Borrowers the Borrower shall be automatically deemed to have requested that a Revolving Advance maintained as a Domestic Rate Loan Credit Loans in U.S. Dollars (and, if the Letter of Credit was denominated in another currency, in the Dollar Equivalent amount to the amount paid by the Issuing Lender in such other currency on the Drawing Date thereof) be made by the Lenders under the Base Rate Option to be disbursed on the Drawing Date under such Letter of Credit, and Lenders holding subject to the amount of the unutilized portion of the Revolving Commitments shall be unconditionally obligated Credit Commitment and subject to fund such Revolving Advance (all whether or not the conditions specified set forth in Section 8.2 hereof are then satisfied 7.2 [Each Loan or the Revolving Commitments have been terminated for Letter of Credit] other than any reason) as provided for in Section 2.14(c) belownotice requirements. Any notice given by any Issuer the Administrative Agent or Issuing Lender pursuant to this Section 2.14(b) 2.9.3.1 may be oral if promptly immediately confirmed in writing; provided that the lack of such a an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) 2.9.3.2 Each Lender holding a Revolving Commitment shall upon any notice pursuant to Section 2.14(b) above 2.9.3.1 make available to the applicable Issuer through Administrative Agent at for the Payment Office account of the Issuing Lender an amount in Dollars in immediately available funds equal to its Revolving Commitment Percentage (subject to any contrary provisions of Section 2.22 hereof) Ratable Share of the amount of the drawingdrawing (and, if the Letter of Credit was denominated in another currency, in the Dollar Equivalent amount to the amount paid by the Issuing Lender in such other currency on the Drawing Date thereof), whereupon the participating Lenders shall (subject to Section 2.14(d) hereof2.9.3 [Disbursements; Reimbursement]) each be deemed to have made a Revolving Advance maintained as a Domestic Credit Loan under the Base Rate Loan Option to Borrowers the Borrower in that amount. If any Lender holding a Revolving Commitment so notified fails to make available to Agent, the Administrative Agent for the benefit account of the applicable Issuer, Issuing Lender the amount of such LenderXxxxxx’s Revolving Commitment Percentage Ratable Share of such amount by no later than 2:00 p.m. on the Drawing Date, then interest shall accrue on such Lender’s obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Effective Federal Funds Effective Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Revolving Advances maintained as a Domestic Credit Loans under the Base Rate Loan Option on and after the fourth day following the Drawing Date. The Administrative Agent and the applicable Issuer Issuing Lender will promptly give notice (as described in Section 2.9.3.1 above) of the occurrence of the Drawing Date, but failure of the Administrative Agent or such Issuer the Issuing Lender to give any such notice on the Drawing Date or in sufficient time to enable any Lender holding a Revolving Commitment to effect such payment on such date shall not relieve such Lender from its obligations obligation under this Section 2.14(c), provided that such Lender shall not be obligated to pay interest as provided in this Section 2.14(c) until and commencing from the date of receipt of notice from Agent or such Issuer of a drawing2.9.3.2. (d) 2.9.3.3 With respect to any unreimbursed drawing that is not converted into a Revolving Advance maintained as a Domestic Credit Loans in Dollars under the Base Rate Loan Option to Borrowers the Borrower in whole or in part as contemplated by Section 2.14(b) hereof 2.9.3.1, because of the Borrower’s failure to satisfy the conditions set forth in Section 7.2 [Each Loan or Letter of Credit] other than any notice requirements, or for any reason (other than reason, the failure of a Lender to fund its Revolving Commitment), Borrowers Borrower shall be deemed to have incurred from Agent the Issuing Lender a borrowing (each a “Letter of Credit Borrowing”) in the amount of such drawingdrawing (and, if the Letter of Credit was denominated in another currency, in the Dollar Equivalent of the amount paid by the Issuing Lender in such other currency on the Drawing Date thereof). Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to a the Revolving Advance maintained as a Domestic Credit Loans under the Base Rate LoanOption. Each applicable Lender’s payment to the Administrative Agent for the account of the Issuing Lender pursuant to Section 2.14(c) hereof 2.9.3 [Disbursements, Reimbursement] shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute (each a “Participation Advance” ”) from such Lender in satisfaction of its Participation Commitment in respect of the applicable Letter of Credit participation obligation under this Section 2.142.9.3 [Disbursements, Reimbursement]. (e) Each applicable Lender’s Participation Commitment in respect of the Letters of Credit shall continue until the last to occur of any of the following events: (x) all Issuers cease to be obligated to issue or cause to be issued Letters of Credit hereunder; (y) no Letter of Credit issued or created hereunder remains outstanding and uncanceled; and (z) all Persons (other than Borrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) Immediately upon the issuance of each Letter of Credit, each Lender holding a Revolving Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuer Issuing Lender a participation in each such Letter of Credit and each drawing thereunder in an amount equal to such Xxxxxx’s Revolving Commitment Percentage Ratable Share of the Maximum Undrawn Amount of maximum amount available to be drawn under such Letter of Credit (as in effect from time to time) and the amount of such drawing, respectively. (bi) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable Issuer Issuing Lender will promptly notify the Borrower and the Administrative Agent and Borrowing Agentthereof. Following receipt of Provided that it shall have received such notice, Borrowers the Borrower shall reimburse such Issuer in an amount equal to the amount so paid by such Issuer (such obligation to reimburse such Issuer the Issuing Lender shall sometimes be referred to as a “Reimbursement Obligation”) the Issuing Lender prior to 12:00 Noon, noon on each date that an amount is paid by such Issuer the Issuing Lender under such any Letter of Credit (each such date, a “Drawing Date”)) by paying to the Administrative Agent for the account of the Issuing Lender an amount equal to the amount so paid by the Issuing Lender. In the event Borrowers fail the Borrower fails to reimburse such Issuer the Issuing Lender (through the Administrative Agent) for the full amount of any drawing under any Letter of Credit by 12:00 Noon, noon on the Drawing Date, such Issuer the Administrative Agent will promptly notify Agent and each Lender holding a Revolving Commitment thereof, and Borrowers the Borrower shall be automatically deemed to have requested that a Revolving Advance maintained as a Domestic Rate Loan Credit Loans be made by the Lenders under the Daily SOFR Option to be disbursed on the Drawing Date under such Letter of Credit, and Lenders holding subject to the amount of the unutilized portion of the Revolving Commitments shall be unconditionally obligated Credit Commitment and subject to fund such Revolving Advance (all whether or not the conditions specified in Section 8.2 hereof are then satisfied or the Revolving Commitments have been terminated for 7.2 other than any reason) as provided for in Section 2.14(c) belownotice requirements. Any notice given by any Issuer the Administrative Agent or Issuing Lender pursuant to this Section 2.14(b2.8(c)(i) may be oral if promptly immediately confirmed in writing; provided that the lack of such a an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (cii) Each Lender holding a Revolving Commitment shall upon any notice pursuant to Section 2.14(b2.8(c)(i) above make available to the applicable Issuer through Administrative Agent at for the Payment Office account of the Issuing Lender an amount in immediately available funds equal to its Revolving Commitment Percentage (subject to any contrary provisions of Section 2.22 hereof) Ratable Share of the amount of the drawing, whereupon the participating Lenders shall (subject to Section 2.14(d) hereof2.8(c)) each be deemed to have made a Revolving Advance maintained as a Domestic Rate Credit Loan under the Daily SOFR Option to Borrowers the Borrower in that amount. If any Lender holding a Revolving Commitment so notified fails to make available to Agent, the Administrative Agent for the benefit account of the applicable Issuer, Issuing Lender the amount of such LenderXxxxxx’s Revolving Commitment Percentage Ratable Share of such amount by no later than 2:00 p.m. Eastern Time on the Drawing Date, then interest shall accrue on such Lender’s obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (iA) at a rate per annum equal to the Effective Federal Funds Effective Rate during the first three (3) days following the Drawing Date and (iiB) at a rate per annum equal to the rate applicable to Revolving Advances maintained as a Domestic Rate Loan Credit Loans under the Daily SOFR Option on and after the fourth day following the Drawing Date. The Administrative Agent and the applicable Issuer Issuing Lender will promptly give notice (as described in Section 2.8(c)(i) above) of the occurrence of the Drawing Date, but failure of the Administrative Agent or such Issuer the Issuing Lender to give any such notice on the Drawing Date or in sufficient time to enable any Lender holding a Revolving Commitment to effect such payment on such date shall not relieve such Lender from its obligations obligation under this Section 2.14(c2.8(c)(ii), provided that such Lender shall not be obligated to pay interest as provided in this Section 2.14(c) until and commencing from the date of receipt of notice from Agent or such Issuer of a drawing. (diii) With respect to any unreimbursed drawing that is not converted into a Revolving Advance maintained as a Domestic Rate Loan Credit Loans under the Daily SOFR Option to Borrowers the Borrower in whole or in part as contemplated by Section 2.14(b) hereof 2.8(c)(i), because of the Borrower’s failure to satisfy the conditions specified in Section 7.2 other than any notice requirements, or for any reason (other than reason, the failure of a Lender to fund its Revolving Commitment), Borrowers Borrower shall be deemed to have incurred from Agent the Issuing Lender a borrowing (each a “Letter of Credit Borrowing”) in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to a the Revolving Advance maintained as a Domestic Rate LoanCredit Loans under the Daily SOFR Option. Each applicable Lender’s payment to the Administrative Agent for the account of the Issuing Lender pursuant to this Section 2.14(c2.8(c) hereof shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute (each, a “Participation Advance” ”) from such Lender in satisfaction of its Participation Commitment in respect of the applicable Letter of Credit participation obligation under this Section 2.142.8(c). (e) Each applicable Lender’s Participation Commitment in respect of the Letters of Credit shall continue until the last to occur of any of the following events: (x) all Issuers cease to be obligated to issue or cause to be issued Letters of Credit hereunder; (y) no Letter of Credit issued or created hereunder remains outstanding and uncanceled; and (z) all Persons (other than Borrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) Immediately upon the issuance of each U.S. Letter of Credit, each U.S. Lender holding a Revolving Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuer Agent a participation in each such U.S. Letter of Credit and each drawing thereunder in an amount equal to such XxxxxxU.S. Lender’s Revolving U.S. Commitment Percentage of the Maximum Undrawn Face Amount of such U.S. Letter of Credit (as and the amount of such drawing, respectively. Immediately upon the issuance of each Canadian Letter of Credit, each Canadian Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from Agent a participation in effect from time such Canadian Letter of Credit and each drawing thereunder in an amount equal to time) such Canadian Lender’s Canadian Commitment Percentage of the Maximum Face Amount of such Canadian Letter of Credit and the amount of such drawing, respectively. (b) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable Issuer Agent will promptly notify Agent and the applicable Borrowing Agent. Following receipt of Provided that such Borrowing Agent shall have received such notice, the U.S. Borrowers or the Canadian Borrowers shall reimburse such Issuer in an amount equal to the amount so paid by such Issuer (such obligation to reimburse such Issuer Agent shall sometimes be referred to as a “Reimbursement Obligation”) Agent prior to 12:00 Noon, Noon on each date that an amount is paid by such Issuer Agent under such any U.S. Letter of Credit or Canadian Letter of Credit, respectively (each such date, a “Drawing Date”)) in an amount equal to the amount so paid by Agent. In the event that: (i) U.S. Borrowers fail to reimburse such Issuer Agent for the full amount of any drawing under any U.S. Letter of Credit by 12:00 Noon, Noon on the Drawing Date, such Issuer Agent will promptly notify Agent and each U.S. Lender holding a Revolving Commitment thereof, and Borrowers the U.S. Borrowing Agent shall be automatically deemed to have requested that a U.S. Revolving Advance maintained as a Domestic Base Rate Loan be made by the U.S. Lenders to be disbursed on the Drawing Date under such U.S. Letter of Credit, subject to the amount of the unutilized portion of the lesser of Maximum U.S. Revolving Advance Amount or the U.S. Formula Amount and Lenders holding subject to Section 8.2 hereof; or (ii) Canadian Borrowers fail to reimburse Agent for the Revolving Commitments full amount of any drawing under any Canadian Letter of Credit by 12:00 Noon on the Drawing Date, Agent will promptly notify each Canadian Lender thereof, and the Canadian Borrowing Agent shall be unconditionally obligated deemed to fund such have requested that a Canadian Revolving Advance (all whether maintained as a Canadian Prime Rate Loan be made by the Canadian Lenders to be disbursed on the Drawing Date under such Canadian Letter of Credit, subject to the amount of the unutilized portion of the lesser of Maximum Canadian Revolving Advance Amount or not the conditions specified in Canadian Formula Amount and subject to Section 8.2 hereof are then satisfied or the Revolving Commitments have been terminated for any reason) as provided for in Section 2.14(c) belowhereof. Any notice given by any Issuer Agent pursuant to this Section 2.14(b2.12(b) may be oral if promptly immediately confirmed in writing; provided that the lack of such a an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ci) Each With respect to each drawing of a U.S. Letter of Credit, each U.S. Lender holding a Revolving Commitment shall upon any notice pursuant to Section 2.14(b2.12(b) above make available to the applicable Issuer through Agent at the Payment Office an amount in immediately available funds equal to its Revolving U.S. Commitment Percentage (subject to any contrary provisions of Section 2.22 hereof) of the amount of the drawing, whereupon the participating U.S. Lenders shall (subject to Section 2.14(d) hereof2.12(d)) each be deemed to have made a U.S. Revolving Advance maintained as a Domestic Rate Loan to U.S. Borrowers in that amount. If any U.S. Lender holding a Revolving Commitment so notified fails to make available to Agent, for the benefit of the applicable Issuer, Agent the amount of such U.S. Lender’s Revolving Commitment Percentage of such amount by no later than 2:00 p.m. on the Drawing Date, then interest shall accrue on such U.S. Lender’s obligation to make such payment, from the Drawing Date to the date on which such U.S. Lender makes such payment (iA) at a rate per annum equal to the Federal Funds Effective Rate during the first three (3) days following the Drawing Date and (iiB) at a rate per annum equal to the rate applicable to U.S. Revolving Advances maintained as a Domestic Rate Loan Loans on and after the fourth day following the Drawing Date. Agent and the applicable Issuer will promptly give notice of the occurrence of the Drawing Date, but failure of Agent or such Issuer to give any such notice on the Drawing Date or in sufficient time to enable any U.S. Lender holding a Revolving Commitment to effect such payment on such date shall not relieve such U.S. Lender from its obligations obligation under this Section 2.14(c2.12(c)(i), ; provided that such Lender shall not be obligated to pay interest as provided in this Section 2.14(cclauses (A) and (B) above until and commencing from the date of receipt of notice from Agent of a drawing. (ii) With respect to each drawing of a Canadian Letter of Credit, each Canadian Lender shall upon any notice pursuant to Section 2.12(b) make available to Agent an amount in immediately available funds equal to its Canadian Commitment Percentage of the amount of the drawing, whereupon the participating Canadian Lenders shall (subject to Section 2.12(d)) each be deemed to have made a Canadian Revolving Advance maintained as a Canadian Prime Rate Loan to Canadian Borrowers in that amount. If any Canadian Lender so notified fails to make available to Agent the amount of such Canadian Lender’s Commitment Percentage of such amount by no later than 2:00 p.m. on the Drawing Date, then interest shall accrue on such Canadian Lender’s obligation to make such payment, from the Drawing Date to the date on which such Canadian Lender makes such payment (A) at a rate per annum equal to the Federal Funds Effective Rate during the first three days following the Drawing Date and (B) at a rate per annum equal to the rate applicable to Canadian Revolving Advances maintained as Canadian Prime Rate Loans on and after the fourth day following the Drawing Date. Agent will promptly give notice of the occurrence of the Drawing Date, but failure of Agent to give any such notice on the Drawing Date or in sufficient time to enable any Canadian Lender to effect such Issuer payment on such date shall not relieve such Canadian Lender from its obligation under this Section 2.12(c)(ii); provided that such Lender shall not be obligated to pay interest as provided in clauses (A) and (B) above until and commencing from the date of receipt of notice from Agent of a drawing. (d) With respect to any unreimbursed drawing that is not converted into a Revolving Advance maintained as a Domestic Rate Loan to Borrowers in whole or in part as contemplated by Section 2.14(b2.12(b) hereof for because of any reason applicable Borrower’s failure to satisfy the conditions set forth in Section 8.2 (other than any notice requirements) or for any other reason, the failure of a Lender to fund its Revolving Commitment), applicable Borrowers shall be deemed to have incurred from Agent a borrowing (each a “Letter of Credit Borrowing”) in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to a U.S. Revolving Advance maintained as a Domestic Rate LoanLoan in the case of a U.S. Letter of Credit or a Canadian Revolving Advance maintained as a Canadian Prime Rate Loan in the case of Canadian Letter of Credit. Each applicable Lender’s payment to Agent pursuant to Section 2.14(c2.12(c) hereof shall be deemed to be a payment in respect of its participation in such the applicable Letter of Credit Borrowing Borrowing_ and shall constitute a “Participation Advance” from such Lender in satisfaction of its Participation Commitment in respect of the applicable Letter of Credit under this Section 2.142.12. (e) Each applicable Lender’s Participation Commitment in respect of the Letters of Credit shall continue until the last to occur of any of the following events: (x) all Issuers cease Agent ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (y) no Letter of Credit issued or created hereunder remains outstanding and uncanceled; uncancelled and (z) all Persons (other than Borrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) Immediately upon the issuance of each Letter of Credit, each Lender holding a Revolving Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuer a participation in each Letter of Credit and each drawing thereunder in an amount equal to such Xxxxxx’s Revolving Commitment Percentage of the Maximum Undrawn Amount of such Letter of Credit (as in effect from time to time) and the amount of such drawing, respectively. (b) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable Issuer will promptly notify Agent and Borrowing Agent. Following receipt Regardless of whether Borrowing Agent shall have received such notice, Borrowers shall reimburse such Issuer in an amount equal to the amount so paid by such Issuer (such obligation to reimburse such Issuer shall sometimes be referred to as a “Reimbursement Obligation”) Issuer prior to 12:00 Noonp.m., on each date that an amount is paid by such Issuer under such any Letter of Credit (each such date, a “Drawing Date”)) in an amount equal to the amount so paid by Issuer. In the event Borrowers fail to reimburse such Issuer for the full amount of any drawing under any Letter of Credit by 12:00 Noonp.m., on the Drawing Date, such Issuer will promptly notify Agent and each Lender holding a Revolving Commitment thereof, and Borrowers shall be automatically deemed to have requested that a Revolving Advance maintained as a Domestic Rate Loan be made by Lenders to be disbursed on the Drawing Date under such Letter of Credit, and Lenders holding the Revolving Commitments shall be unconditionally obligated to fund such Revolving Advance (all whether or not the conditions specified in Section 8.2 hereof are then satisfied or the commitments of Lenders to make Revolving Commitments Advances hereunder have been terminated for any reason) as provided for in Section 2.14(c) immediately below. Any notice given by any Issuer pursuant to this Section 2.14(b) may be oral if promptly confirmed in writing; provided that the lack of such a confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Lender holding a Revolving Commitment shall upon any notice pursuant to Section 2.14(b) above make available to the applicable Issuer through Agent at the Payment Office an amount in immediately available funds equal to its Revolving Commitment Percentage (subject to any contrary provisions of Section 2.22 hereof2.22) of the amount of the drawing, whereupon the participating Lenders shall (subject to Section 2.14(d) hereof)) each be deemed to have made a Revolving Advance maintained as a Domestic Rate Loan to Borrowers in that amount. If any Lender holding a Revolving Commitment so notified fails to make available to Agent, for the benefit of the applicable Issuer, the amount of such Lender’s Revolving Commitment Percentage of such amount by 2:00 p.m. on the Drawing Date, then interest shall accrue on such Lender’s obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Effective Federal Funds Effective Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Revolving Advances maintained as a Domestic Rate Loan on and after the fourth day following the Drawing Date. Agent and the applicable Issuer will promptly give notice of the occurrence of the Drawing Date, but failure of Agent or such Issuer to give any such notice on the Drawing Date or in sufficient time to enable any Lender holding a Revolving Commitment to effect such payment on such date shall not relieve such Lender from its obligations under this Section 2.14(c), provided that such Lender shall not be obligated to pay interest as provided in this Section 2.14(c2.14(c)(i) and (ii) until and commencing from the date of receipt of notice from Agent or such Issuer of a drawing.. [PHI Group] Revolving Credit, Term Loan and Security Agreement (d) With respect to any unreimbursed drawing that is not converted into a Revolving Advance maintained as a Domestic Rate Loan to Borrowers in whole or in part as contemplated by Section 2.14(b) ), because of Borrowers’ failure to satisfy the conditions set forth in Section 8.2 hereof for any reason (other than the failure of a Lender to fund its Revolving Commitment)any notice requirements) or for any other reason, Borrowers shall be deemed to have incurred from Agent a borrowing (each a “Letter of Credit Borrowing”) in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to a Revolving Advance maintained as a Domestic Rate Loan. Each applicable Lender’s payment to Agent pursuant to Section 2.14(c) hereof shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a “Participation Advance” from such Lender in satisfaction of its Participation Commitment in respect of the applicable Letter of Credit under this Section 2.14. (e) Each applicable Lender’s Participation Commitment in respect of the Letters of Credit shall continue until the last to occur of any of the following events: (x) all Issuers cease Issuer ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (y) no Letter of Credit issued or created hereunder remains outstanding and uncanceleduncancelled; and (z) all Persons (other than Borrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) Immediately upon the issuance of each Letter of Credit, each Lender holding a Revolving Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuer a participation in each Letter of Credit and each drawing thereunder in an amount equal to such Xxxxxx’s Revolving Commitment Percentage of the Maximum Undrawn Amount of such Letter of Credit (as in effect from time to time) and the amount of such drawing, respectively. (b) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable Issuer will promptly notify Agent and Borrowing Agent. Following receipt Regardless of whether Borrowing Agent shall have received such notice, Borrowers shall reimburse such Issuer in an amount equal to the amount so paid by such Issuer (such obligation to reimburse such Issuer shall sometimes be referred to as a “Reimbursement Obligation”) Issuer prior to 12:00 Noonp.m., on each date that an amount is paid by such Issuer under such any Letter of Credit (each such date, a “Drawing Date”)) in an amount equal to the amount so paid by Issuer. In the event Borrowers fail to reimburse such Issuer for the full amount of any drawing under any Letter of Credit by 12:00 Noonp.m., on the Drawing Date, such Issuer will promptly notify Agent and each Lender holding a Revolving Commitment thereof, and Borrowers shall be automatically deemed to have requested that a Revolving Advance maintained as a Domestic Rate Loan be made by Lenders to be disbursed on the Drawing Date under such Letter of Credit, and Lenders holding the Revolving Commitments shall be unconditionally obligated to fund such Revolving Advance (all whether or not the conditions specified in Section 8.2 hereof are then satisfied or the commitments of Lenders to make Revolving Commitments Advances hereunder have been terminated for any reason) as provided for in Section 2.14(c) immediately below. Any notice given by any Issuer pursuant to this Section 2.14(b) may be oral if promptly confirmed in writing; provided that the lack of such a confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Lender holding a Revolving Commitment shall upon any notice pursuant to Section 2.14(b) above make available to the applicable Issuer through Agent at the Payment Office an amount in immediately available funds equal to its Revolving Commitment Percentage (subject to any contrary provisions of Section 2.22 hereof2.22) of the amount of the drawing, whereupon the participating Lenders shall (subject to Section 2.14(d) hereof)) each be deemed to have made a Revolving Advance maintained as a Domestic Rate Loan to Borrowers in that amount. If any Lender holding a Revolving Commitment so notified fails to make available to Agent, for the benefit of the applicable Issuer, the amount of such LenderXxxxxx’s Revolving Commitment Percentage of such amount by 2:00 p.m. on the Drawing Date, then interest shall accrue on such Lender’s obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Revolving Advances maintained as a Domestic Rate Loan on and after the fourth day following the Drawing Date. Agent and the applicable Issuer will promptly give notice of the occurrence of the Drawing Date, but failure of Agent or such Issuer to give any such notice on the Drawing Date or in sufficient time to enable any Lender holding a Revolving Commitment to effect such payment on such date shall not relieve such Lender from its obligations under this Section 2.14(c), provided that such Lender shall not be obligated to pay interest as provided in this Section 2.14(c2.14(c)(i) and (ii) until and commencing from the date of receipt of notice from Agent or such Issuer of a drawing. (d) With respect to any unreimbursed drawing that is not converted into a Revolving Advance maintained as a Domestic Rate Loan to Borrowers in whole or in part as contemplated by Section 2.14(b) ), because of Borrowers’ failure to satisfy the conditions set forth in Section 8.2 hereof for any reason (other than the failure of a Lender to fund its Revolving Commitment)any notice requirements) or for any other reason, Borrowers shall be deemed to have incurred from Agent a borrowing (each a “Letter of Credit Borrowing”) in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to a Revolving Advance maintained as a Domestic Rate Loan. Each applicable Lender’s payment to Agent pursuant to Section 2.14(c) hereof shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a “Participation Advance” from such Lender in satisfaction of its Participation Commitment in respect of the applicable Letter of Credit under this Section 2.14. (e) Each applicable Lender’s Participation Commitment in respect of the Letters of Credit shall continue until the last to occur of any of the following events: (x) all Issuers cease Issuer ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (y) no Letter of Credit issued or created hereunder remains outstanding and uncanceleduncancelled; and (z) all Persons (other than Borrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) Immediately upon the issuance of each Letter of Credit, each Lender holding a Revolving Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuer Issuing Lender a participation in each such Letter of Credit and each drawing thereunder in an amount equal to such XxxxxxLender’s Revolving Commitment Percentage Ratable Share of the Maximum Undrawn Amount of maximum amount available to be drawn under such Letter of Credit (as in effect from time to time) and the amount of such drawing, respectively. (bi) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable Issuer Issuing Lender will promptly notify the Borrower and the Administrative Agent and Borrowing Agentthereof. Following receipt of Provided that it shall have received such notice, Borrowers the Borrower shall reimburse such Issuer in an amount equal to the amount so paid by such Issuer (such obligation to reimburse such Issuer the Issuing Lender shall sometimes be referred to as a “Reimbursement Obligation”) the Issuing Lender in Dollars prior to 12:00 Noonnoon, Philadelphia time on each date that an amount is paid by such Issuer the Issuing Lender under such any Letter of Credit (each such date, a “Drawing Date”)) by paying to the Administrative Agent for the account of the Issuing Lender an amount equal to the Dollar Equivalent amount so paid by the Issuing Lender. In the event Borrowers fail the Borrower fails to reimburse such Issuer the Issuing Lender (through the Administrative Agent) for the full Dollar Equivalent amount of any drawing under any Letter of Credit by 12:00 Noonnoon, Philadelphia time, on the Drawing Date, such Issuer the Administrative Agent will promptly notify Agent and each Lender holding a Revolving Commitment thereof, and Borrowers the Borrower shall be automatically deemed to have requested that a Revolving Advance maintained as a Domestic Rate Loan Credit Loans be made by the Lenders under the Base Rate Option to be disbursed on the Drawing Date under such Letter of Credit, and Lenders holding subject to the amount of the unutilized portion of the Revolving Commitments shall be unconditionally obligated Credit Commitment and subject to fund such Revolving Advance (all whether or not the conditions specified set forth in Section 8.2 hereof are then satisfied 6.2 [Each Loan or the Revolving Commitments have been terminated for Letter of Credit] other than any reason) as provided for in Section 2.14(c) belownotice requirements. Any notice given by any Issuer the Administrative Agent or Issuing Lender pursuant to this Section 2.14(b2.8(c)(i) may be oral if promptly immediately confirmed in writing; provided that the lack of such a an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (cii) Each Lender holding a Revolving Commitment shall upon any notice pursuant to Section 2.14(bsubsection (i) above make available to the applicable Issuer through Administrative Agent at for the Payment Office account of the Issuing Lender an amount in Dollars and in immediately available funds equal to its Revolving Commitment Percentage (subject to any contrary provisions of Section 2.22 hereof) Ratable Share of the Dollar Equivalent amount of the drawing, whereupon the participating Lenders shall (subject to Section 2.14(d) hereof) each be deemed to have made a Revolving Advance maintained as a Domestic Credit Loan in Dollars under the Base Rate Loan Option to Borrowers the Borrower in that amount. If any Lender holding a Revolving Commitment so notified fails to make available in Dollars to Agent, the Administrative Agent for the benefit account of the applicable Issuer, Issuing Lender the amount of such Lender’s Revolving Commitment Percentage Ratable Share of such Dollar Equivalent amount by no later than 2:00 p.m. p.m., Philadelphia time on the Drawing Date, then interest shall accrue on such Lender’s obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (iA) at a rate per annum equal to the Federal Funds Effective Rate during the first three (3) days following the Drawing Date Date, and (iiB) at a rate per annum equal to the rate applicable to Revolving Advances maintained as a Domestic Loans under the Base Rate Loan Option on and after the fourth day following the Drawing Date. The Administrative Agent and the applicable Issuer Issuing Lender will promptly give notice (as described in subsection (i) above) of the occurrence of the Drawing Date, but failure of the Administrative Agent or such Issuer the Issuing Lender to give any such notice on the Drawing Date or in sufficient time to enable any Lender holding a Revolving Commitment to effect such payment on such date shall not relieve such Lender from its obligations obligation under this Section 2.14(csubsection (ii), provided that such Lender shall not be obligated to pay interest as provided in this Section 2.14(c) until and commencing from the date of receipt of notice from Agent or such Issuer of a drawing. (diii) With respect to any unreimbursed drawing that is not converted into a Revolving Advance maintained as a Domestic Credit Loans under the Base Rate Loan Option to Borrowers the Borrower in whole or in part as contemplated by subsection (i), because of the Borrower’s failure to satisfy the conditions set forth in Section 2.14(b) hereof 6.2 [Each Loan or Letter of Credit] other than any notice requirements, or for any reason (other than reason, the failure of a Lender to fund its Revolving Commitment), Borrowers Borrower shall be deemed to have incurred from Agent the Issuing Lender a borrowing (each a “Letter of Credit Borrowing”) in Dollars equal to the Dollar Equivalent amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to a the Revolving Advance maintained as a Domestic Credit Loans under the Base Rate LoanOption. Each applicable Lender’s Lender shall make payment to the Administrative Agent pursuant to Section 2.14(cfor the account of the Issuing Lender as set forth in subsection (ii) hereof and such payment shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute (each a “Participation Advance” ”) from such Lender in satisfaction of its Participation Commitment in respect of the applicable Letter of Credit participation obligation under this Section 2.142.8(c). (e) Each applicable Lender’s Participation Commitment in respect of the Letters of Credit shall continue until the last to occur of any of the following events: (x) all Issuers cease to be obligated to issue or cause to be issued Letters of Credit hereunder; (y) no Letter of Credit issued or created hereunder remains outstanding and uncanceled; and (z) all Persons (other than Borrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) Immediately upon the issuance of each Letter of Credit, each Lender holding a Revolving Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuer Issuing Lender a participation in each such Letter of Credit and each drawing thereunder in an amount equal to such XxxxxxLender’s Revolving Commitment Percentage Ratable Share of the Maximum Undrawn Amount of maximum amount available to be drawn under such Letter of Credit (as in effect from time to time) and the amount of such drawing, respectively. (b) 2.8.3.1 In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable Issuer Issuing Lender will promptly notify the Borrower and the Administrative Agent and Borrowing Agentthereof. Following receipt of Provided that it shall have received such notice, Borrowers the Borrower shall reimburse such Issuer in an amount equal to the amount so paid by such Issuer (such obligation to reimburse such Issuer the Issuing Lender shall sometimes be referred to as a “Reimbursement Obligation”) the Issuing Lender prior to 12:00 Noon, noon on each date that an amount is paid by such Issuer the Issuing Lender under such any Letter of Credit (each such date, a “Drawing Date”)) by paying to the Administrative Agent for the account of the Issuing Lender an amount equal to the amount so paid by the Issuing Lender. In the event Borrowers fail the Borrower fails to reimburse such Issuer the Issuing Lender (through the Administrative Agent) for the full amount of any drawing under any Letter of Credit by 12:00 Noon, noon on the Drawing Date, such Issuer the Administrative Agent will promptly notify Agent and each Lender holding a Revolving Commitment thereof, and Borrowers the Borrower shall be automatically deemed to have requested that a Revolving Advance maintained as a Domestic Rate Loan Credit Loans be made by the Lenders under the Base Rate Option to be disbursed on the Drawing Date under such Letter of Credit, and Lenders holding subject to the amount of the unutilized portion of the Revolving Commitments shall be unconditionally obligated Credit Commitment and subject to fund such Revolving Advance (all whether or not the conditions specified set forth in Section 8.2 hereof are then satisfied 7.2 [Each Loan or the Revolving Commitments have been terminated for Letter of Credit] other than any reason) as provided for in Section 2.14(c) belownotice requirements. Any notice given by any Issuer the Administrative Agent or Issuing Lender pursuant to this Section 2.14(b) 2.8.3.1 may be oral if promptly immediately confirmed in writing; provided that the lack of such a an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) 2.8.3.2 Each Lender holding a Revolving Commitment shall upon any notice pursuant to Section 2.14(b) above 2.8. 3.1 make available to the applicable Issuer through Administrative Agent at for the Payment Office account of the Issuing Lender an amount in immediately available funds equal to its Revolving Commitment Percentage (subject to any contrary provisions of Section 2.22 hereof) Ratable Share of the amount of the drawing, whereupon the participating Lenders shall (subject to Section 2.14(d) hereof2.8.3 [Disbursements; Reimbursement]) each be deemed to have made a Revolving Advance maintained as a Domestic Credit Loan under the Base Rate Loan Option to Borrowers the Borrower in that amount. If any Lender holding a Revolving Commitment so notified fails to make available to Agent, the Administrative Agent for the benefit account of the applicable Issuer, Issuing Lender the amount of such Lender’s Revolving Commitment Percentage Ratable Share of such amount by no later than 2:00 p.m. on the Drawing Date, then interest shall accrue on such Lender’s obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Revolving Advances maintained as a Domestic Credit Loans under the Base Rate Loan Option on and after the fourth day following the Drawing Date. The Administrative Agent and the applicable Issuer Issuing Lender will promptly give notice (as described in Section 2.8.3.1 above) of the occurrence of the Drawing Date, but failure of the Administrative Agent or such Issuer the Issuing Lender to give any such notice on the Drawing Date or in sufficient time to enable any Lender holding a Revolving Commitment to effect such payment on such date shall not relieve such Lender from its obligations obligation under this Section 2.14(c), provided that such Lender shall not be obligated to pay interest as provided in this Section 2.14(c) until and commencing from the date of receipt of notice from Agent or such Issuer of a drawing2.8.3.2. (d) 2.8.3.3 With respect to any unreimbursed drawing that is not converted into a Revolving Advance maintained as a Domestic Credit Loans under the Base Rate Loan Option to Borrowers the Borrower in whole or in part as contemplated by Section 2.14(b) hereof 2.8.3.1, because of the Borrower’s failure to satisfy the conditions set forth in Section 7.2 [Each Loan or Letter of Credit] other than any notice requirements, or for any reason (other than reason, the failure of a Lender to fund its Revolving Commitment), Borrowers Borrower shall be deemed to have incurred from Agent the Issuing Lender a borrowing (each a “Letter of Credit Borrowing”) in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to a the Revolving Advance maintained as a Domestic Credit Loans under the Base Rate LoanOption. Each applicable Lender’s payment to the Administrative Agent for the account of the Issuing Lender pursuant to Section 2.14(c) hereof 2.8.3 [Disbursements, Reimbursement] shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute (each a “Participation Advance” ”) from such Lender in satisfaction of its Participation Commitment in respect of the applicable Letter of Credit participation obligation under this Section 2.142.8.3. (e) Each applicable Lender’s Participation Commitment in respect of the Letters of Credit shall continue until the last to occur of any of the following events: (x) all Issuers cease to be obligated to issue or cause to be issued Letters of Credit hereunder; (y) no Letter of Credit issued or created hereunder remains outstanding and uncanceled; and (z) all Persons (other than Borrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) Immediately upon the issuance of each Letter of Credit, each Lender holding a Revolving Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuer Issuing Lender a participation in each such Letter of Credit and each drawing thereunder in an a Dollar Equivalent amount equal to such XxxxxxLender’s Revolving Commitment Percentage Ratable Share of the Maximum Undrawn Amount of maximum amount available to be drawn under such Letter of Credit (as in effect from time to time) and the amount of such drawing, respectively. (b) 2.9.3.1 In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable Issuer Issuing Lender will promptly notify the Borrowers and the Administrative Agent and Borrowing Agentthereof. Following receipt of Provided that it shall have received such notice, the Borrowers shall reimburse such Issuer in an amount equal to the amount so paid by such Issuer (such obligation to reimburse such Issuer the Issuing Lender shall sometimes be referred to as a “Reimbursement Obligation”) the Issuing Lender prior to 12:00 Noon, noon on each date that an amount is paid by such Issuer the Issuing Lender under such any Letter of Credit (each such date, a “Drawing Date”)) by paying to the Administrative Agent for the account of the Issuing Lender an amount equal to the amount so paid by the Issuing Lender in the same currency as paid, unless otherwise required by the Administrative Agent of the Issuing Lender. In the event the Borrowers fail to reimburse such Issuer the Issuing Lender (through the Administrative Agent) for the full amount of any drawing under any Letter of Credit by 12:00 Noon, noon on the Drawing Date, such Issuer the Administrative Agent will promptly notify Agent and each Lender holding a Revolving Commitment thereof, and the Borrowers shall be automatically deemed to have requested that a Revolving Advance maintained as a Domestic Rate Loan Credit Loans be made by the Lenders under the Base Rate Option to be disbursed on the Drawing Date under such Letter of Credit, and Lenders holding subject to the amount of the unutilized portion of the Revolving Commitments shall be unconditionally obligated Credit Commitment and subject to fund such Revolving Advance (all whether or not the conditions specified set forth in Section 8.2 hereof are then satisfied 7.2 [Each Loan or the Revolving Commitments have been terminated for Letter of Credit] other than any reason) as provided for in Section 2.14(c) belownotice requirements. Any notice given by any Issuer the Administrative Agent or Issuing Lender pursuant to this Section 2.14(b) 2.9.3.1 may be oral if promptly immediately confirmed in writing; provided that the lack of such a an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) 2.9.3.2 Each Lender holding a Revolving Commitment shall upon any notice pursuant to Section 2.14(b) above 2.9. 3.1 make available to the applicable Issuer through Administrative Agent at for the Payment Office account of the Issuing Lender an amount in Dollars in immediately available funds equal to its Revolving Commitment Percentage (subject to any contrary provisions of Section 2.22 hereof) Ratable Share of the amount of the drawing, whereupon the participating Lenders shall (subject to Section 2.14(d) hereof2.9.3 [Disbursements; Reimbursement]) each be deemed to have made a Revolving Advance maintained as a Domestic Credit Loan under the Base Rate Loan Option to the Borrowers in that amount. If any Lender holding a Revolving Commitment so notified fails to make available in Dollars to Agent, the Administrative Agent for the benefit account of the applicable Issuer, Issuing Lender the amount of such Lender’s Revolving Commitment Percentage Ratable Share of such amount by no later than 2:00 p.m. on the Drawing Date, then interest shall accrue on such Lender’s obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Revolving Advances maintained as a Domestic Credit Loans under the Base Rate Loan Option on and after the fourth day following the Drawing Date. The Administrative Agent and the applicable Issuer Issuing Lender will promptly give notice (as described in Section 2.9.3.1 above) of the occurrence of the Drawing Date, but failure of the Administrative Agent or such Issuer the Issuing Lender to give any such notice on the Drawing Date or in sufficient time to enable any Lender holding a Revolving Commitment to effect such payment on such date shall not relieve such Lender from its obligations obligation to make funds available to the Administrative Agent as and when required under this Section 2.14(c), provided that such Lender shall not be obligated to pay interest as provided in this Section 2.14(c) until and commencing from the date of receipt of notice from Agent or such Issuer of a drawing2.9.3.2. (d) 2.9.3.3 With respect to any unreimbursed drawing that is not converted into a Revolving Advance maintained as a Domestic Credit Loans in Dollars under the Base Rate Loan Option to the Borrowers in whole or in part as contemplated by Section 2.14(b) hereof 2.9.3.1, because of the Borrowers’ failure to satisfy the conditions set forth in Section 7.2 [Each Loan or Letter of Credit] other than any notice requirements, or for any reason (other than reason, the failure of a Lender to fund its Revolving Commitment), Borrowers shall be deemed to have incurred from Agent the Issuing Lender a borrowing (each a “Letter of Credit Borrowing”) in Dollars in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to a the Revolving Advance maintained as a Domestic Credit Loans under the Base Rate LoanOption. Each applicable Lender’s payment to the Administrative Agent for the account of the Issuing Lender pursuant to Section 2.14(c) hereof 2.9.3 [Disbursements, Reimbursement] shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute (each a “Participation Advance” ”) from such Lender in satisfaction of its Participation Commitment in respect of the applicable Letter of Credit participation obligation under this Section 2.142.9.3 [Disbursements, Reimbursement]. (e) Each applicable Lender’s Participation Commitment in respect of the Letters of Credit shall continue until the last to occur of any of the following events: (x) all Issuers cease to be obligated to issue or cause to be issued Letters of Credit hereunder; (y) no Letter of Credit issued or created hereunder remains outstanding and uncanceled; and (z) all Persons (other than Borrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) Immediately upon the issuance of each Letter of Credit, (a) each Domestic Lender holding a Revolving Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuer Issuing Lender a participation in each such Letter of Credit issued for the account of a Domestic Borrower and each drawing thereunder in an amount equal to such XxxxxxLender’s Revolving Commitment Percentage Ratable Share of the Maximum Undrawn Amount of maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, respectively, and (as b) each Canadian Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Issuing Lender a participation in effect from time such Letter of Credit issued for the account of the Canadian Borrower and each drawing thereunder in an amount equal to time) such Lender’s Ratable Share of the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, respectively. (b) 2.9.3.1 In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable Issuer Issuing Lender will promptly notify the applicable Borrowers and the Administrative Agent and Borrowing Agentthereof. Following receipt of Provided that it shall have received such notice, the applicable Borrowers shall reimburse such Issuer in an amount equal to the amount so paid by such Issuer (such obligation to reimburse such Issuer the Issuing Lender shall sometimes be referred to as a “Reimbursement Obligation”) the Issuing Lender prior to 12:00 Noon, 1:00 p.m. on each date that an amount is paid by such Issuer the Issuing Lender under such any Letter of Credit (each such date, a “Drawing Date”)) by paying to the Administrative Agent for the account of the Issuing Lender an amount equal to the amount so paid by the Issuing Lender. In the event the applicable Borrowers fail to reimburse such Issuer the Issuing Lender (through the Administrative Agent) for the full amount of any drawing under any Letter of Credit by 12:00 Noon, 1:00 p.m. on the Drawing Date, such Issuer the Administrative Agent will promptly notify Agent each Domestic Lender and each Canadian Lender holding a Revolving Commitment thereof, as applicable, and the applicable Borrowers shall be automatically deemed to have requested that a Revolving Advance maintained as a Domestic Rate Loan Credit Loans be made by the applicable Lenders under the Base Rate Option or Canadian Prime Rate Option to be disbursed on the Drawing Date under such Letter of Credit, and Lenders holding subject to the amount of the unutilized portion of the Revolving Commitments shall be unconditionally obligated Credit Commitment and subject to fund such Revolving Advance (all whether or not the conditions specified set forth in Section 8.2 hereof are then satisfied 6.2 [Each Loan or the Revolving Commitments have been terminated for Letter of Credit] other than any reason) as provided for in Section 2.14(c) belownotice requirements. Any notice given by any Issuer the Administrative Agent or the Issuing Lender pursuant to this Section 2.14(b) 2.9.3.1 may be oral if promptly immediately confirmed in writing; provided that the lack of such a an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) 2.9.3.2 Each Domestic Lender holding a Revolving Commitment or Canadian Lender, as applicable, shall upon any notice pursuant to Section 2.14(b) above 2.9.3.1 make available to the applicable Issuer through Administrative Agent at for the Payment Office account of the Issuing Lender an amount in immediately available funds equal to its Revolving Commitment Percentage (subject to any contrary provisions of Section 2.22 hereof) Ratable Share of the amount of the drawing, whereupon the participating Lenders shall (subject to Section 2.14(d) hereof2.9.3 [Disbursement; Reimbursement]) each be deemed to have made a Revolving Advance maintained as a Domestic Credit Loan under the Base Rate Loan Option or Canadian Prime Rate Option to the applicable Borrowers in that amount. If any Lender holding a Revolving Commitment so notified fails to make available to Agent, the Administrative Agent for the benefit account of the applicable Issuer, Issuing Lender the amount of such Lender’s Revolving Commitment Percentage Ratable Share of such amount by 2:00 no later than 1:00 p.m. on the Drawing Date, then interest shall accrue on such Lender’s obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Loans under the Revolving Advances maintained Credit Base Rate Option or Canadian Prime Rate Option, as a Domestic Rate Loan applicable, on and after the fourth day following the Drawing Date. The Administrative Agent and the applicable Issuer Issuing Lender will promptly give notice (as described in Section 2.9.3.1 above) of the occurrence of the Drawing Date, but failure of the Administrative Agent or such Issuer the Issuing Lender to give any such notice on the Drawing Date or in sufficient time to enable any Lender holding a Revolving Commitment to effect such payment on such date shall not relieve such Lender from its obligations obligation under this Section 2.14(c), provided that such Lender shall not be obligated to pay interest as provided in this Section 2.14(c) until and commencing from the date of receipt of notice from Agent or such Issuer of a drawing2.9.3.2. (d) 2.9.3.3 With respect to any unreimbursed drawing that is not converted into a Revolving Advance maintained as a Domestic Credit Loans under the Base Rate Loan Option or Canadian Prime Rate Option to the applicable Borrowers in whole or in part as contemplated by Section 2.14(b) hereof 2.9.3.1, because of the Borrowers’ failure to satisfy the conditions set forth in Section 6.2 [Each Loan or Letter of Credit] other than any notice requirements, or for any reason (other than reason, the failure of a Lender to fund its Revolving Commitment), Borrowers shall be deemed to have incurred from Agent the Issuing Lender a borrowing (each a “Letter of Credit Borrowing”) in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to a the Revolving Advance maintained Credit Loans under the Base Rate Option or Canadian Prime Rate Option, as a Domestic Rate Loanapplicable. Each applicable Lender’s payment to the Administrative Agent for the account of the Issuing Lender pursuant to Section 2.14(c) hereof 2.9.3 [Disbursements, Reimbursement] shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute (each a “Participation Advance” ”) from such Lender in satisfaction of its Participation Commitment in respect of the applicable Letter of Credit participation obligation under this Section 2.142.9.3. (e) Each applicable Lender’s Participation Commitment in respect of the Letters of Credit shall continue until the last to occur of any of the following events: (x) all Issuers cease to be obligated to issue or cause to be issued Letters of Credit hereunder; (y) no Letter of Credit issued or created hereunder remains outstanding and uncanceled; and (z) all Persons (other than Borrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) Immediately upon the issuance of each Letter of Credit, each Lender holding a Revolving Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuer a participation in each Letter of Credit and each drawing thereunder in an amount equal to such Xxxxxx’s Revolving Commitment Percentage of the Maximum Undrawn Amount of such Letter of Credit (as in effect from time to time) and the amount of such drawing, respectively. (b) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable Issuer will promptly notify Agent and Borrowing Agent. Following receipt Regardless of whether Borrowing Agent shall have received such notice, Borrowers shall reimburse such Issuer in an amount equal to the amount so paid by such Issuer (such obligation to reimburse such Issuer shall sometimes be referred to as a “Reimbursement Obligation”) Issuer prior to 12:00 Noon, on each date that an amount is paid by such Issuer under such any Letter of Credit (each such date, a “Drawing Date”)) in an amount equal to the amount so paid by Issuer. In the event Borrowers fail to reimburse such Issuer for the full amount of any drawing under any Letter of Credit by 12:00 Noon, on the Drawing Date, such Issuer will promptly notify Agent and each Lender holding a Revolving Commitment thereof, and Borrowers shall be automatically deemed to have requested that a Revolving Advance maintained as a Domestic Rate Loan be made by Lenders to be disbursed on the Drawing Date under such Letter of Credit, and Lenders holding the Revolving Commitments shall be unconditionally obligated to fund such Revolving Advance (all whether or not the conditions specified in Section 8.2 hereof are then satisfied or the commitments of Xxxxxxx to make Revolving Commitments Advances hereunder have been terminated for any reason) as provided for in Section 2.14(c) immediately below. Any notice given by any Issuer pursuant to this Section 2.14(b) may be oral if promptly confirmed in writing; provided that the lack of such a confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Lender holding a Revolving Commitment shall upon any notice pursuant to Section 2.14(b) above make available to the applicable Issuer through Agent at the Payment Office an amount in immediately available funds equal to its Revolving Commitment Percentage (subject to any contrary provisions of Section 2.22 hereof2.22) of the amount of the drawing, whereupon the participating Lenders shall (subject to Section 2.14(d) hereof)) each be deemed to have made a Revolving Advance maintained as a Domestic Rate Loan to Borrowers in that amount. If any Lender holding a Revolving Commitment so notified fails to make available to Agent, for the benefit of the applicable Issuer, the amount of such Lender’s Revolving Commitment Percentage of such amount by 2:00 p.m. on the Drawing Date, then interest shall accrue on such Lender’s obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Effective Federal Funds Effective Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Revolving Advances maintained as a Domestic Rate Loan on and after the fourth day following the Drawing Date. Agent and the applicable Issuer will promptly give notice of the occurrence of the Drawing Date, but failure of Agent or such Issuer to give any such notice on the Drawing Date or in sufficient time to enable any Lender holding a Revolving Commitment to effect such payment on such date shall not relieve such Lender from its obligations under this Section 2.14(c), provided that such Lender shall not be obligated to pay interest as provided in this Section 2.14(c2.14(c)(i) and (ii) until and commencing from the date of receipt of notice from Agent or such Issuer of a drawing. (d) With respect to any unreimbursed drawing that is not converted into a Revolving Advance maintained as a Domestic Rate Loan to Borrowers in whole or in part as contemplated by Section 2.14(b) hereof for any reason ), because of Borrowers’ failure to satisfy the conditions set forth in Section 8.2 (other than the failure of a Lender to fund its Revolving Commitment)any notice requirements) or for any other reason, Borrowers shall be deemed to have incurred from Agent a borrowing (each a “Letter of Credit Borrowing”) in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to a Revolving Advance maintained as a Domestic Rate Loan. Each applicable Lender’s payment to Agent pursuant to Section 2.14(c) hereof shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a “Participation Advance” from such Lender in satisfaction of its Participation Commitment in respect of the applicable Letter of Credit under this Section 2.14. (e) Each applicable Lender’s Participation Commitment in respect of the Letters of Credit shall continue until the last to occur of any of the following events: (x) all Issuers cease Issuer ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (y) no Letter of Credit issued or created hereunder remains outstanding and uncanceleduncancelled; and (z) all Persons (other than Borrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) Immediately upon the issuance of each Letter of Credit, each Lender holding a Revolving Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuer Issuing Lender a participation in each such Letter of Credit and each drawing thereunder in an amount equal to such XxxxxxLender’s Revolving Commitment Percentage Ratable Share of the Maximum Undrawn Amount of maximum amount available to be drawn under such Letter of Credit (as in effect from time to time) and the amount of such drawing, respectively. (b) 2.8.3.1 In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable Issuer Issuing Lender will promptly notify the Borrower and the Administrative Agent and Borrowing Agentthereof. Following receipt of Provided that it shall have received such notice, Borrowers the Borrower shall reimburse such Issuer in an amount equal to the amount so paid by such Issuer (such obligation to reimburse such Issuer the Issuing Lender shall sometimes be referred to as a “Reimbursement Obligation”) the Issuing Lender prior to 12:00 Noon, noon on each date that an amount is paid by such Issuer the Issuing Lender under such any Letter of Credit (each such date, a “Drawing Date”)) by paying to the Administrative Agent for the account of the Issuing Lender an amount equal to the amount so paid by the Issuing Lender. In the event Borrowers fail the Borrower fails to reimburse such Issuer the Issuing Lender (through the Administrative Agent) for the full amount of any drawing under any Letter of Credit by 12:00 Noon, noon on the Drawing Date, such Issuer the Administrative Agent will promptly notify Agent and each Lender holding a Revolving Commitment thereof, and Borrowers the Borrower shall be automatically deemed to have requested that a Revolving Advance maintained as a Domestic Rate Loan Credit Loans be made by the Lenders under the Base Rate Option to be disbursed on the Drawing Date under such Letter of Credit, and Lenders holding subject to the amount of the unutilized portion of the Revolving Commitments shall be unconditionally obligated Credit Commitment and subject to fund such Revolving Advance (all whether or not the conditions specified set forth in Section 8.2 hereof are then satisfied 7.2 [Each Loan or the Revolving Commitments have been terminated for Letter of Credit] other than any reason) as provided for in Section 2.14(c) belownotice requirements. Any notice given by any Issuer the Administrative Agent or Issuing Lender pursuant to this Section 2.14(b) 2.8.3.1 may be oral if promptly immediately confirmed in writing; provided that the lack of such a an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) 2.8.3.2 Each Lender holding a Revolving Commitment shall upon any notice pursuant to Section 2.14(b) above 2.8. 3.1 make available to the applicable Issuer through Administrative Agent at for the Payment Office account of the Issuing Lender an amount in immediately available funds equal to its Revolving Commitment Percentage (subject to any contrary provisions of Section 2.22 hereof) Ratable Share of the amount of the drawing, whereupon the participating Lenders shall (subject to Section 2.14(d) hereof2.8.3 [Disbursement; Reimbursement]) each be deemed to have made a Revolving Advance maintained as a Domestic Credit Loan under the Base Rate Loan Option to Borrowers the Borrower in that amount. If any Lender holding a Revolving Commitment so notified fails to make available to Agent, the Administrative Agent for the benefit account of the applicable Issuer, Issuing Lender the amount of such Lender’s Revolving Commitment Percentage Ratable Share of such amount by no later than 2:00 p.m. on the Drawing Date, then interest shall accrue on such Lender’s obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Loans under the Revolving Advances maintained as a Domestic Credit Base Rate Loan Option on and after the fourth day following the Drawing Date. The Administrative Agent and the applicable Issuer Issuing Lender will promptly give notice (as described in Section 2.8.3.1 above) of the occurrence of the Drawing Date, but failure of the Administrative Agent or such Issuer the Issuing Lender to give any such notice on the Drawing Date or in sufficient time to enable any Lender holding a Revolving Commitment to effect such payment on such date shall not relieve such Lender from its obligations obligation under this Section 2.14(c), provided that such Lender shall not be obligated to pay interest as provided in this Section 2.14(c) until and commencing from the date of receipt of notice from Agent or such Issuer of a drawing2.8.3.2. (d) 2.8.3.3 With respect to any unreimbursed drawing that is not converted into a Revolving Advance maintained as a Domestic Credit Loans under the Base Rate Loan Option to Borrowers the Borrower in whole or in part as contemplated by Section 2.14(b) hereof 2.8.3.1, because of the Borrower’s failure to satisfy the conditions set forth in Section 7.2 [Each Loan or Letter of Credit] other than any notice requirements, or for any reason (other than reason, the failure of a Lender to fund its Revolving Commitment), Borrowers Borrower shall be deemed to have incurred from Agent the Issuing Lender a borrowing (each a “Letter of Credit Borrowing”) in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to a the Revolving Advance maintained as a Domestic Credit Loans under the Base Rate LoanOption. Each applicable Lender’s payment to the Administrative Agent for the account of the Issuing Lender pursuant to Section 2.14(c) hereof 2.8.3 [Disbursements, Reimbursement] shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute (each a “Participation Advance” ”) from such Lender in satisfaction of its Participation Commitment in respect of the applicable Letter of Credit participation obligation under this Section 2.142.8.3. (e) Each applicable Lender’s Participation Commitment in respect of the Letters of Credit shall continue until the last to occur of any of the following events: (x) all Issuers cease to be obligated to issue or cause to be issued Letters of Credit hereunder; (y) no Letter of Credit issued or created hereunder remains outstanding and uncanceled; and (z) all Persons (other than Borrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (ai) Immediately upon the issuance of each Letter of Credit, each Lender holding a Revolving Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuer Administrative Agent a participation in each such Letter of Credit and each drawing thereunder in an amount equal to such Xxxxxx’s Revolving Commitment Percentage pro rata of the Maximum Undrawn Face Amount of such Letter of Credit (as in effect from time to time) and the amount of such drawing, respectively. (bii) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable Issuer Administrative Agent will promptly notify Agent and Borrowing Agentthe Parent Borrower. Following receipt of Provided that the Parent Borrower shall have received such noticenotice by 1:00 pm (New York time), the Borrowers shall reimburse such Issuer in an amount equal to the amount so paid by such Issuer (such obligation to reimburse such Issuer the Administrative Agent or any Lender together with any interest thereon pursuant to Section 2.08 shall sometimes be referred to as a “Reimbursement Obligation”) the Administrative Agent on behalf of the L/C Issuer and the Lenders prior to 12:00 Noon, 1:00 p.m. (New York time) on each such date that an amount is paid by such the Administrative Agent on behalf of the L/C Issuer and the Lenders under such any Letter of Credit (each such date, a “Drawing Date”)) in an amount equal to the amount so paid by the Administrative Agent. In the event the Borrowers fail to reimburse such Issuer the Administrative Agent for the full amount of any drawing under any Letter of Credit by 12:00 Noon, 1:00 p.m. (New York time) on the Drawing Date, such Issuer the Administrative Agent will promptly notify Agent and each Lender holding a Revolving Commitment thereof, and the Borrowers shall be automatically deemed to have requested that a Revolving Advance maintained as Facility Loan that is a Domestic Base Rate Loan be made by the Lenders to be disbursed on the Drawing Date under in respect of such Letter of Credit, Credit pursuant to Section 2.01 and Lenders holding the Revolving Commitments shall be unconditionally obligated subject to fund such Revolving Advance (all whether or not the conditions specified in Section 8.2 hereof are then satisfied or the Revolving Commitments have been terminated for any reason) as provided for in Section 2.14(c) belowArticle IV. Any notice given by any Issuer the Administrative Agent pursuant to this Section 2.14(b2.03(d)(ii) may be oral if promptly immediately confirmed in writing; provided that the lack of such a an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ciii) Each Lender holding a Revolving Commitment shall upon any notice pursuant to Section 2.14(b2.03(d)(ii) above make available to the applicable Issuer through Administrative Agent at the Payment Office an amount in immediately available funds equal to its Revolving Commitment Percentage (subject to any contrary provisions of Section 2.22 hereof) pro rata share of the amount of the drawing, whereupon the participating Lenders shall (subject to Section 2.14(d) hereof2.03(d)(iv)) each be deemed to have made a Revolving Advance maintained as Loan that is a Domestic Base Rate Loan to the Borrowers in that amount. If any Lender holding a Revolving Commitment so notified fails to make available to Agent, for the benefit of the applicable Issuer, Administrative Agent the amount of such LenderXxxxxx’s Revolving Commitment Percentage pro rata share of such amount by no later than 2:00 p.m. (New York time) on the Drawing Date, then interest shall accrue on such LenderXxxxxx’s obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the interest rate applicable to Revolving Advances maintained as a Domestic on Loans that are Base Rate Loan Loans on and after the fourth day following the Drawing Date. The Administrative Agent and the applicable Issuer will promptly give notice of the occurrence of the Drawing Date, but failure of the Administrative Agent or such Issuer to give any such notice on the Drawing Date or in sufficient time to enable any Lender holding a Revolving Commitment to effect such payment on such date shall not relieve such Lender from its obligations obligation under this Section 2.14(c2.03(d)(iii), provided that such Lender shall not be obligated to pay interest as provided in this Section 2.14(cclauses (i) and (ii) until and commencing from the date of receipt of notice from the Administrative Agent or such Issuer of a drawing. Each Lender’s payment to the Administrative Agent pursuant to this Section 2.03(d)(iii) shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a “Participation Revolving Loan” from such Lender in satisfaction of its Participation Commitment under this Section 2.03(d). (div) With respect to any unreimbursed drawing that is not converted into a Revolving Advance maintained as a Domestic Rate Loan to the Borrowers in whole or in part as contemplated by Section 2.14(b) hereof for any reason 2.03(d)(ii), because of the Borrowers’ failure to satisfy the conditions set forth in Section 4.02 (other than any notice requirements) or for any other reason, the failure of a Lender to fund its Revolving Commitment), Borrowers shall be deemed to have incurred from the Administrative Agent a borrowing (each a “Letter of Credit Borrowing”) in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable equal to a Revolving Advance maintained as a Domestic the interest rate on Loans that are Base Rate Loan. Each applicable Lender’s payment to Agent pursuant to Section 2.14(c) hereof shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a “Participation Advance” from such Lender in satisfaction of its Participation Commitment in respect of the applicable Letter of Credit under this Section 2.14Loans. (ev) Each applicable Lender’s Participation Commitment in respect of the Letters of Credit shall continue until the last to occur of any of the following events: (xi) all Issuers cease the Administrative Agent ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (yii) no Letter of Credit issued or created hereunder remains outstanding and uncanceled; uncanceled and (ziii) all Persons (other than the Borrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) Immediately upon the issuance of each Letter of Credit, each Lender holding a Revolving Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuer a participation in each Letter of Credit and each drawing thereunder in an amount equal to such Xxxxxx’s Lender's Revolving Commitment Percentage of the Maximum Undrawn Amount of such Letter of Credit (as in effect from time to time) and the amount of such drawing, respectively. (b) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable Issuer will promptly notify Agent and Borrowing Agent. Following receipt of such notice, Borrowers shall reimburse (such obligation to reimburse Issuer shall sometimes be referred to as a "Reimbursement Obligation") Issuer prior to 12:00 Noon, on or before the first Business Day after an amount is paid by Issuer under any Letter of Credit (each such date, a "Drawing Date") in an amount equal to the amount so paid by such Issuer (such obligation to reimburse such Issuer shall sometimes be referred to as a “Reimbursement Obligation”) prior to 12:00 Noon, on each date that an amount is paid by such Issuer under and in the currency in which such Letter of Credit is denominated (each such date, a “Drawing Date”it being understood that any amount not paid by Borrowers prior to 12:00 Noon on the date payment is made by Issuer shall bear interest at the rate applicable to Domestic Rate Loans). In the event Borrowers fail to reimburse such Issuer for the full amount of any drawing under any Letter of Credit by 12:00 Noon, on the Drawing Date, such Issuer will promptly notify Agent and each Lender holding a Revolving Commitment thereof, and Borrowers shall be automatically deemed to have requested that a Revolving Advance maintained as a Domestic Rate Loan (and, if the Letter of Credit was denominated in an Optional Currency, in the Dollar Equivalent amount paid by the Issuer in such other currency on the Drawing Date thereof) be made by Lenders to be disbursed on the Drawing Date under such Letter of Credit, and Lenders holding the Revolving Commitments shall be unconditionally obligated to fund such Revolving Advance (all whether or not the conditions specified in Section 8.2 hereof are then satisfied or the commitments of Lenders to make Revolving Commitments Advances hereunder have been terminated for any reason) as provided for in Section 2.14(c) immediately below. Any notice given by any Issuer pursuant to this Section 2.14(b) may be oral if promptly confirmed in writing; provided that the lack of such a confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Lender holding a Revolving Commitment shall upon any notice pursuant to Section 2.14(b) above make available to the applicable Issuer through Agent at the Payment Office an amount in immediately available funds equal to its Revolving Commitment Percentage (subject to any contrary provisions of Section 2.22 hereof2.22) of the amount of the drawingdrawing (and, if the Letter of Credit was denominated in an Optional Currency, in the Dollar Equivalent amount paid by the Issuer in such other currency on the Drawing Date thereof), whereupon the participating Lenders shall (subject to Section 2.14(d) hereof)) each be deemed to have made a Revolving Advance maintained as a Domestic Rate Loan to Borrowers in that amount. If any Lender holding a Revolving Commitment so notified fails to make available to Agent, for the benefit of the applicable Issuer, the amount of such Lender’s 's Revolving Commitment Percentage of such amount by 2:00 p.m. on the Drawing Date, then interest shall accrue on such Lender’s 's obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Revolving Advances maintained as a Domestic Rate Loan on and after the fourth day following the Drawing Date. Agent and the applicable Issuer will promptly give notice of the occurrence of the Drawing Date, but failure of Agent or such Issuer to give any such notice on the Drawing Date or in sufficient time to enable any Lender holding a Revolving Commitment to effect such payment on such date shall not relieve such Lender from its obligations under this Section 2.14(c), provided that such Lender shall not be obligated to pay interest as provided in this Section 2.14(c2.14(c)(i) and (ii) until and commencing from the date of receipt of notice from Agent or such Issuer of a drawing. (d) With respect to any unreimbursed drawing that is not converted into a Revolving Advance maintained as a Domestic Rate Loan to Borrowers in whole or in part as contemplated by Section 2.14(b) ), because of Borrowers' failure to satisfy the conditions set forth in Section 8.2 hereof for any reason (other than the failure of a Lender to fund its Revolving Commitment)any notice requirements) or for any other reason, Borrowers shall be deemed to have incurred from Agent a borrowing (each a “"Letter of Credit Borrowing”") in the amount of such drawingdrawing (and, if the Letter of Credit was denominated in an Optional Currency, in the Dollar Equivalent amount paid by the Issuer in such other currency on the Drawing Date thereof). Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to a Revolving Advance maintained as a Domestic Rate Loan. Each applicable Lender’s 's payment to Agent pursuant to Section 2.14(c) hereof shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a “"Participation Advance” " from such Lender in satisfaction of its Participation Commitment in respect of the applicable Letter of Credit under this Section 2.14. (e) Each applicable Lender’s 's Participation Commitment in respect of the Letters of Credit shall continue until the last to occur of any of the following events: (x) all Issuers cease Issuer ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (y) no Letter of Credit issued or created hereunder remains outstanding and uncanceleduncancelled; and (z) all Persons (other than Borrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit. (f) Notwithstanding anything contained herein to the contrary, any Revolving Advance made to fund a payment or disbursement with respect to any Letter of Credit denominated in an Optional Currency will be in Dollars. Borrowers hereby indemnify Issuer for any losses, costs, expenses and damages (the "Currency Losses") that Issuer suffers as a result of the failure of Borrowers to reimburse Issuer in the applicable Optional Currency as required pursuant to Section 2.14(b) for any payment or disbursement made by Issuer in such Optional Currency. Without limiting the foregoing, all Currency Losses shall include interest on any unreimbursed payment or distribution by Issuer in an Optional Currency at a rate reasonably determined by Issuer as a rate comparable to the current rate on Domestic Rate Loans.

Disbursements, Reimbursement. (a) Immediately upon the issuance of each Letter of Credit, each Lender holding a Revolving Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuer Agent a participation in each such Letter of Credit and each drawing thereunder in an amount equal to such XxxxxxLender’s Revolving Commitment Percentage of the Maximum Undrawn Face Amount of such Letter of Credit (as in effect from time to time) and the amount of such drawing, respectively. (b) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable Issuer Agent will promptly notify Agent and Borrowing Agent. Following receipt of Provided that Borrowing Agent shall have received such notice, the Borrowers shall reimburse such Issuer in an amount equal to the amount so paid by such Issuer (such obligation to reimburse such Issuer Agent shall sometimes be referred to as a “Reimbursement Obligation”) Agent prior to 12:00 Noon, New York time on each date that an amount is paid by such Issuer Agent under such any Letter of Credit (each such date, a “Drawing Date”)) in an amount equal to the amount so paid by Agent. In the event Borrowers fail to reimburse such Issuer Agent for the full amount of any drawing under any Letter of Credit by 12:00 Noon, New York time, on the Drawing Date, such Issuer Agent will promptly notify Agent and each Lender holding a Revolving Commitment thereof, and Borrowers shall be automatically deemed to have requested that a Revolving Advance maintained as a Domestic Rate Loan be made by the Lenders to be disbursed on the Drawing Date under such Letter of Credit, and Lenders holding subject to the Revolving Commitments shall be unconditionally obligated to fund such amount of the unutilized portion of the lesser of Maximum Revolving Advance (all whether Amount or not the conditions specified in Formula Amount and subject to Section 8.2 hereof are then satisfied or the Revolving Commitments have been terminated for any reason) as provided for in Section 2.14(c) belowhereof. Any notice given by any Issuer Agent pursuant to this Section 2.14(b2.12(b) may be oral if promptly immediately confirmed in writing; provided that the lack of such a an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Lender holding a Revolving Commitment shall upon any notice pursuant to Section 2.14(b2.12(b) above make available to the applicable Issuer through Agent at the Payment Office an amount in immediately available funds equal to its Revolving Commitment Percentage (subject to any contrary provisions of Section 2.22 hereof) of the amount of the drawing, whereupon the participating Lenders shall (subject to Section 2.14(d) hereof2.12(d)) each be deemed to have made a Revolving Advance maintained as a Domestic Rate Loan to Borrowers in that amount. If any Lender holding a Revolving Commitment so notified fails to make available to Agent, for the benefit of the applicable Issuer, Agent the amount of such Lender’s Revolving Commitment Percentage of such amount by no later than 2:00 p.m. p.m., New York time on the Drawing Date, then interest shall accrue on such Lender’s obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Revolving Advances maintained as a Domestic Rate Loan Loans on and after the fourth day following the Drawing Date. Agent and the applicable Issuer will promptly give notice of the occurrence of the Drawing Date, but failure of Agent or such Issuer to give any such notice on the Drawing Date or in sufficient time to enable any Lender holding a Revolving Commitment to effect such payment on such date shall not relieve such Lender from its obligations obligation under this Section 2.14(c2.12(c), provided that such Lender shall not be obligated to pay interest as provided in this Section 2.14(c2.12(c) (i) and (ii) until and commencing from the date of receipt of notice from Agent or such Issuer of a drawing. (d) With respect to any unreimbursed drawing that is not converted into a Revolving Advance maintained as a Domestic Rate Loan to Borrowers in whole or in part as contemplated by Section 2.14(b) hereof for any reason 2.12(b), because of Borrowers’ failure to satisfy the conditions set forth in Section 8.2 (other than the failure of a Lender to fund its Revolving Commitment)any notice requirements) or for any other reason, Borrowers shall be deemed to have incurred from Agent a borrowing (each a “Letter of Credit Borrowing”) in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to a Revolving Advance maintained as a Domestic Rate Loan. Each applicable Lender’s payment to Agent pursuant to Section 2.14(c2.12(c) hereof shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a “Participation Advance” from such Lender in satisfaction of its Participation Commitment in respect of the applicable Letter of Credit under this Section 2.142.12. (e) Each applicable Lender’s Participation Commitment in respect of the Letters of Credit shall continue until the last to occur of any of the following events: (x) all Issuers cease Agent ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (y) no Letter of Credit issued or created hereunder remains outstanding and uncanceled; uncancelled and (z) all Persons (other than the Borrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) Immediately upon the issuance Issuance of each Letter of Credit, each Lender holding a Revolving Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuer Issuing Lender a participation in each such Letter of Credit and each drawing thereunder in an amount equal to such XxxxxxLender’s Revolving Commitment Percentage Ratable Share of the Maximum Undrawn Amount of maximum amount available to be drawn under such Letter of Credit (as in effect from time to time) and the amount of such drawing, respectively. (b) 2.9.3.1 In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable Issuer Issuing Lender will promptly notify the Borrower and the Administrative Agent and Borrowing Agentthereof. Following receipt of Provided that it shall have received such notice, Borrowers the Borrower shall reimburse such Issuer in an amount equal to the amount so paid by such Issuer (such obligation to reimburse such Issuer the Issuing Lender shall sometimes be referred to as a “Reimbursement Obligation”) the Issuing Lender prior to 12:00 Noon, noon on each date that an amount is paid by such Issuer the Issuing Lender under such any Letter of Credit (each such date, a “Drawing Date”)) by paying to the Administrative Agent for the account of the Issuing Lender an amount equal to the amount so paid by the Issuing Lender. In the event Borrowers fail the Borrower fails to reimburse such Issuer the Issuing Lender (through the Administrative Agent) for the full amount of any drawing under any Letter of Credit by 12:00 Noon, noon on the Drawing Date, such Issuer the Administrative Agent will promptly notify Agent and each Lender holding a Revolving Commitment thereof, and Borrowers the Borrower shall be automatically deemed to have requested that a Revolving Advance maintained as a Domestic Rate Loan Credit Loans be made by the Lenders under the Base Rate Option to be disbursed on the Drawing Date under such Letter of Credit, and Lenders holding subject to the amount of the unutilized portion of the Revolving Commitments shall be unconditionally obligated Credit Commitment and subject to fund such Revolving Advance (all whether or not the conditions specified set forth in Section 8.2 hereof are then satisfied 6.2 [Each Loan or the Revolving Commitments have been terminated for Letter of Credit] other than any reason) as provided for in Section 2.14(c) belownotice requirements. Any notice given by any Issuer the Administrative Agent or Issuing Lender pursuant to this Section 2.14(b) 2.9.3.1 may be oral if promptly immediately confirmed in writing; provided that the lack of such a an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) 2.9.3.2 Each Lender holding a Revolving Commitment shall upon any notice pursuant to Section 2.14(b) above 2.9. 3.1 make available to the applicable Issuer through Administrative Agent at for the Payment Office account of the Issuing Lender an amount in immediately available funds equal to its Revolving Commitment Percentage (subject to any contrary provisions of Section 2.22 hereof) Ratable Share of the amount of the drawing, whereupon the participating Lenders shall (subject to Section 2.14(d) hereof2.9.3 [Disbursements; Reimbursement]) each be deemed to have made a Revolving Advance maintained as a Domestic Credit Loan under the Base Rate Loan Option to Borrowers the Borrower in that amount. If any Lender holding a Revolving Commitment so notified fails to make available to Agent, the Administrative Agent for the benefit account of the applicable Issuer, Issuing Lender the amount of such Lender’s Revolving Commitment Percentage Ratable Share of such amount by no later than 2:00 p.m. on the Drawing Date, then interest shall accrue on such Lender’s obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Loans under the Revolving Advances maintained as a Domestic Credit Base Rate Loan Option on and after the fourth day following the Drawing Date. The Administrative Agent and the applicable Issuer Issuing Lender will promptly give notice (as described in Section 2.9.3.1 above) of the occurrence of the Drawing Date, but failure of the Administrative Agent or such Issuer the Issuing Lender to give any such notice on the Drawing Date or in sufficient time to enable any Lender holding a Revolving Commitment to effect such payment on such date shall not relieve such Lender from its obligations obligation under this Section 2.14(c), provided that such Lender shall not be obligated to pay interest as provided in this Section 2.14(c) until and commencing from the date of receipt of notice from Agent or such Issuer of a drawing2.9.3.2. (d) 2.9.3.3 With respect to any unreimbursed drawing that is not converted into a Revolving Advance maintained as a Domestic Credit Loans under the Base Rate Loan Option to Borrowers the Borrower in whole or in part as contemplated by Section 2.14(b) hereof 2.9.3.1, because of the Borrower’s failure to satisfy the conditions set forth in Section 6.2 [Each Loan or Letter of Credit] other than any notice requirements, or for any reason (other than reason, the failure of a Lender to fund its Revolving Commitment), Borrowers Borrower shall be deemed to have incurred from Agent the Issuing Lender a borrowing (each a “Letter of Credit Borrowing”) in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to a the Revolving Advance maintained as a Domestic Credit Loans under the Base Rate LoanOption. Each applicable Lender’s payment to the Administrative Agent for the account of the Issuing Lender pursuant to Section 2.14(c) hereof 2.9.3 [Disbursements, Reimbursement] shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute (each a “Participation Advance” ”) from such Lender in satisfaction of its Participation Commitment in respect of the applicable Letter of Credit participation obligation under this Section 2.142.9.3. (e) Each applicable Lender’s Participation Commitment in respect of the Letters of Credit shall continue until the last to occur of any of the following events: (x) all Issuers cease to be obligated to issue or cause to be issued Letters of Credit hereunder; (y) no Letter of Credit issued or created hereunder remains outstanding and uncanceled; and (z) all Persons (other than Borrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) Immediately upon the issuance of each Letter of Credit, each Lender holding a Revolving Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuer Issuing Lender a participation in each such Letter of Credit and each drawing thereunder in an a Dollar Equivalent amount equal to such XxxxxxLender’s Revolving Commitment Percentage Ratable Share of the Maximum Undrawn Amount of maximum amount available to be drawn under such Letter of Credit (as in effect from time to time) and the amount of such drawing, respectively. (b) 2.10.3.1 In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable Issuer Issuing Lender will promptly notify the US Borrower and the Administrative Agent and Borrowing Agentthereof. Following receipt of Provided that it shall have received such notice, Borrowers the US Borrower shall reimburse such Issuer in an amount equal to the amount so paid by such Issuer (such obligation to reimburse such Issuer the Issuing Lender shall sometimes be referred to as a “Reimbursement Obligation”) the Issuing Lender prior to 12:00 Noon, noon time on each date that an amount is paid by such Issuer the Issuing Lender under such any Letter of Credit (each such date, a “Drawing Date”)) by paying to the Administrative Agent for the account of the Issuing Lender an amount equal to the amount so paid by the Issuing Lender in the same currency as paid, unless otherwise required by the Administrative Agent or the Issuing Lender. In the event Borrowers fail the US Borrower fails to reimburse such Issuer the Issuing Lender (through the Administrative Agent) for the full amount of any drawing under any Letter of Credit by 12:00 Noon, noon on the Drawing Date, such Issuer the Administrative Agent will promptly notify Agent and each Lender holding a Revolving Commitment thereof, and Borrowers the US Borrower shall be automatically deemed to have requested that a Revolving Advance maintained as a Domestic Rate Loan Credit Loans in the Dollar Equivalent amount of such drawing be made by the Lenders under the Base Rate Option to be disbursed on the Drawing Date under such Letter of Credit, and Lenders holding subject to the amount of the unutilized portion of the Revolving Commitments shall be unconditionally obligated Credit Commitment and subject to fund such Revolving Advance (all whether or not the conditions specified set forth in Section 8.2 hereof are then satisfied 6.2 [Each Loan or the Revolving Commitments have been terminated for Letter of Credit] other than any reason) as provided for in Section 2.14(c) belownotice requirements. Any notice given by any Issuer the Administrative Agent or Issuing Lender pursuant to this Section 2.14(b) 2.10.3.1 [Disbursements, Reimbursements] may be oral if promptly immediately confirmed in writing; provided that the lack of such a an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) 2.10.3.2 Each Lender holding a Revolving Commitment shall upon any notice pursuant to Section 2.14(b) above 2.10.3.1 [Disbursements, Reimbursements] make available to the applicable Issuer through Administrative Agent at for the Payment Office account of the Issuing Lender an amount in Dollars in immediately available funds equal to its Revolving Commitment Percentage (subject to any contrary provisions of Section 2.22 hereof) Ratable Share of the amount of the drawing, whereupon the participating Lenders shall (subject to Section 2.14(d) hereof2.10.3 [Disbursements; Reimbursement]) each be deemed to have made a Revolving Advance maintained as a Domestic Credit Loan under the Base Rate Loan Option to Borrowers the US Borrower in that amount. If any Lender holding a Revolving Commitment so notified fails to make available in Dollars to Agent, the Administrative Agent for the benefit account of the applicable Issuer, Issuing Lender the amount of such Lender’s Revolving Commitment Percentage Ratable Share of such amount by no later than 2:00 p.m. on the Drawing Date, then interest shall accrue on such Lender’s obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Loans under the Revolving Advances maintained as a Domestic Credit Base Rate Loan Option on and after the fourth (4th) day following the Drawing Date. The Administrative Agent and the applicable Issuer Issuing Lender will promptly give notice (as described in Section 2.10.3.1 [Disbursements, Reimbursements] above) of the occurrence of the Drawing Date, but failure of the Administrative Agent or such Issuer the Issuing Lender to give any such notice on the Drawing Date or in sufficient time to enable any Lender holding a Revolving Commitment to effect such payment on such date shall not relieve such Lender from its obligations obligation under this Section 2.14(c)2.10.3.2 [Disbursements, provided that such Lender shall not be obligated to pay interest as provided in this Section 2.14(c) until and commencing from the date of receipt of notice from Agent or such Issuer of a drawingReimbursements]. (d) 2.10.3.3 With respect to any unreimbursed drawing that is not converted into a Revolving Advance maintained as a Domestic Credit Loans in Dollars under the Base Rate Loan Option to Borrowers the US Borrower in whole or in part as contemplated by Section 2.14(b) hereof 2.10.3.1 [Disbursements, Reimbursements], because of the US Borrower’s failure to satisfy the conditions set forth in Section 6.2 [Each Loan or Letter of Credit] other than any notice requirements, or for any reason (other than reason, the failure of a Lender to fund its Revolving Commitment), Borrowers US Borrower shall be deemed to have incurred from Agent the Issuing Lender a borrowing in Dollars (each a “Letter of Credit Borrowing”) in the amount of such drawing (or for drawings in an Alternate Currency, in the Dollar Equivalent amount of such drawing). Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to a the Revolving Advance maintained as a Domestic Credit Loans under the Base Rate LoanOption. Each applicable Lender’s payment to the Administrative Agent for the account of the Issuing Lender pursuant to Section 2.14(c) hereof 2.10.3 [Disbursements, Reimbursement] shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute (each a “Participation Advance” ”) from such Lender in satisfaction of its Participation Commitment in respect of the applicable Letter of Credit participation obligation under this Section 2.142.10.3.3 [Disbursements, Reimbursements]. (e) Each applicable Lender’s Participation Commitment in respect of the Letters of Credit shall continue until the last to occur of any of the following events: (x) all Issuers cease to be obligated to issue or cause to be issued Letters of Credit hereunder; (y) no Letter of Credit issued or created hereunder remains outstanding and uncanceled; and (z) all Persons (other than Borrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) Immediately upon the issuance of each Letter of Credit, each Lender holding a Revolving Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuer Issuing Lender a participation in each such Letter of Credit and each drawing thereunder in an a Dollar Equivalent amount equal to such XxxxxxLender’s Revolving Commitment Percentage Ratable Share of the Maximum Undrawn Amount of maximum amount available to be drawn under such Letter of Credit (as in effect from time to time) and the amount of such drawing, respectively. (b) 2.8.3.1 In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable Issuer Issuing Lender will promptly notify the Borrowers and the Administrative Agent and Borrowing Agentthereof. Following receipt of Provided that it shall have received such notice, the Borrowers shall reimburse such Issuer in an amount equal to the amount so paid by such Issuer (such obligation to reimburse such Issuer the Issuing Lender shall sometimes be referred to as a “Reimbursement Obligation”) the Issuing Lender prior to 12:00 Noon, noon on each date that an amount is paid by such Issuer the Issuing Lender under such any Letter of Credit (each such date, a “Drawing Date”)) by paying to the Administrative Agent for the account of the Issuing Lender an amount equal to the amount so paid by the Issuing Lender, in the same currency as paid, unless otherwise required by the Administrative Agent or the Issuing Lender. In the event the Borrowers fail to reimburse such Issuer the Issuing Lender (through the Administrative Agent) for the full amount of any drawing under any Letter of Credit by 12:00 Noon, noon on the Drawing Date, such Issuer the Administrative Agent will promptly notify Agent and each Lender holding a Revolving Commitment thereof, and the Borrowers shall be automatically deemed to have requested that a Revolving Advance maintained as a Domestic Rate Loan Credit Loans be made in a Dollar Equivalent amount of such Reimbursement Obligations by the Lenders under the Base Rate Option to be disbursed on the Drawing Date under such Letter of Credit, and Lenders holding subject to the amount of the unutilized portion of the Revolving Commitments shall be unconditionally obligated Credit Commitment and subject to fund such Revolving Advance (all whether or not the conditions specified set forth in Section 8.2 hereof are then satisfied 7.2 [Each Loan or the Revolving Commitments have been terminated for Letter of Credit] other than any reason) as provided for in Section 2.14(c) belownotice requirements. Any notice given by any Issuer the Administrative Agent or Issuing Lender pursuant to this Section 2.14(b) 2.8.3.1 may be oral if promptly immediately confirmed in writing; provided that the lack of such a an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) 2.8.3.2 Each Lender holding a Revolving Commitment shall upon any notice pursuant to Section 2.14(b) above 2.8. 3.1 make available to the applicable Issuer through Administrative Agent at for the Payment Office account of the Issuing Lender an amount in Dollars in immediately available funds equal to its Revolving Commitment Percentage (subject to any contrary provisions of Section 2.22 hereof) Ratable Share of the Dollar Equivalent amount of the drawing, whereupon the participating Lenders shall (subject to Section 2.14(d) hereof2.8.3 [Disbursements, Reimbursement]) each be deemed to have made a Revolving Advance maintained as a Domestic Credit Loan in Dollars under the Base Rate Loan Option to the Borrowers in that amount. If any Lender holding a Revolving Commitment so notified fails to make available to Agent, the Administrative Agent for the benefit account of the applicable Issuer, Issuing Lender the amount of such Lender’s Revolving Commitment Percentage Ratable Share of such amount by no later than 2:00 p.m. on the Drawing Date, then interest shall accrue on such Lender’s obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Loans under the Revolving Advances maintained as a Domestic Credit Base Rate Loan Option on and after the fourth day following the Drawing Date. The failure of any Lender to make available to the Administrative Agent for the account of the Issuing Lender its Ratable Share of the Dollar Equivalent amount of the drawing shall not relieve any other Lender of its obligation hereunder to make available to the Administrative Agent for the account of the Issuing Lender its Ratable Share of the Dollar Equivalent amount of the drawing; provided that no Lender shall be responsible for the failure of any other Lender to make available to the Administrative Agent its Ratable Share of the Dollar Equivalent amount of the drawing. The Administrative Agent and the applicable Issuer Issuing Lender will promptly give notice (as described in Section 2.8.3.1 above) of the occurrence of the Drawing Date, but failure of the Administrative Agent or such Issuer the Issuing Lender to give any such notice on the Drawing Date or in sufficient time to enable any Lender holding a Revolving Commitment to effect such payment on such date Drawing Date shall not relieve such Lender from its obligations obligation under this Section 2.14(c), provided that such Lender shall not be obligated to pay interest as provided in this Section 2.14(c) until and commencing from the date of receipt of notice from Agent or such Issuer of a drawing2.8.3.2. (d) 2.8.3.3 With respect to any unreimbursed drawing that is not converted into a Revolving Advance maintained as a Domestic Credit Loans in Dollars under the Base Rate Loan Option to the Borrowers in whole or in part as contemplated by Section 2.14(b) hereof 2.8.3.1, because of the Borrowers’ failure to satisfy the conditions set forth in Section 7.2 [Each Loan or Letter of Credit] other than any notice requirements, or for any reason (other than reason, the failure of a Lender to fund its Revolving Commitment), Borrowers shall be deemed to have incurred from Agent the Issuing Lender a borrowing (each a “Letter of Credit Borrowing”) in Dollars in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to a the Revolving Advance maintained as a Domestic Credit Loans under the Base Rate LoanOption. Each applicable Lender’s payment to the Administrative Agent for the account of the Issuing Lender pursuant to Section 2.14(c) hereof 2.8.3 [Disbursements, Reimbursement] shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute (each a “Participation Advance” ”) from such Lender in satisfaction of its Participation Commitment in respect of the applicable Letter of Credit participation obligation under this Section 2.142.8.3. (e) Each applicable Lender’s Participation Commitment in respect of the Letters of Credit shall continue until the last to occur of any of the following events: (x) all Issuers cease to be obligated to issue or cause to be issued Letters of Credit hereunder; (y) no Letter of Credit issued or created hereunder remains outstanding and uncanceled; and (z) all Persons (other than Borrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) Immediately upon the issuance of each Letter of Credit, each Lender holding a Revolving Commitment LC Participant shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuer LC Bank a participation in each such Letter of Credit and each drawing thereunder in an amount equal to such XxxxxxLC Participant’s Revolving Commitment Percentage of its Purchaser Group’s Pro Rata Share of the Maximum Undrawn Amount face amount of such Letter of Credit (as in effect from time to time) and the amount of such drawing, respectively. (b) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable Issuer LC Bank will promptly notify the Administrator, each Purchaser Agent and Borrowing Agent. Following receipt the Seller of such notice, Borrowers shall reimburse such Issuer in an amount equal to request. On the amount so paid by such Issuer (such obligation to reimburse such Issuer shall sometimes be referred to as a “Reimbursement Obligation”) prior to 12:00 Noon, on each date that an amount is paid by such Issuer the LC Bank under such any Letter of Credit (each such date, a “Drawing Date”), the Seller shall be deemed to have requested that a Funded Purchase be made by the Purchasers in the Purchaser Group for the LC Bank and the LC Participants to be disbursed on the Drawing Date under such Letter of Credit in accordance with Section 1.1(b) and, if the conditions for making a Purchase are satisfied on such Drawing Date, the applicable Purchasers shall make a Funded Purchase in accordance with (and subject to the terms of), Section 1.1(b). The proceeds of each such Funded Purchase shall be delivered directly to the Administrator to be immediately distributed to by the Administrator to the LC Bank. Any notice given by the LC Bank pursuant to this Section 1.15 may be oral if immediately confirmed in writing; provided that the lack of any such written confirmation shall not affect the conclusiveness or binding effect of the oral notice. (c) If any Funded Purchase described in preceding clause (b) cannot be made because the conditions precedent to such Purchase are not satisfied, the Seller shall (out of its own funds available therefor) reimburse the LC Bank (such obligation to reimburse the LC Bank, a “Reimbursement Obligation”) by 12:00 p.m., New York time on the applicable Drawing Date (or, if notice of the Drawing Date is not received by the Seller by 10:00 a.m., New York time on the Drawing Date, by 12:00 p.m. on the first Business Day after such notice is received by the Seller) in an amount equal to the positive difference between the amount so paid by the LC Bank and the amount of available funds on deposit in the LC Collateral Account. Available funds on deposit in the LC Collateral Account shall be applied by the Administrator to satisfy the Reimbursement Obligation in respect of such drawing or a portion thereof. In the event Borrowers fail the Seller fails to so reimburse such Issuer the LC Bank for the full amount of any drawing under any Letter of Credit by 12:00 Noonwhen and as required hereunder, on the Drawing Date, such Issuer LC Bank will promptly notify Agent and each Lender holding a Revolving Commitment thereofLC Participant thereof whereupon (i) each LC Participant shall, and Borrowers shall be automatically deemed to have requested that a Revolving Advance maintained as a Domestic Rate Loan be made by Lenders to be disbursed on the Drawing Date under such Letter upon receipt of Credit, and Lenders holding the Revolving Commitments shall be unconditionally obligated to fund such Revolving Advance (all whether or not the conditions specified in Section 8.2 hereof are then satisfied or the Revolving Commitments have been terminated for any reason) as provided for in Section 2.14(c) below. Any notice given by any Issuer pursuant to this Section 2.14(b) may be oral if promptly confirmed in writing; provided that the lack of such a confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Lender holding a Revolving Commitment shall upon any notice pursuant to Section 2.14(b) above , make available to the applicable Issuer through Agent at the Payment Office LC Bank a participation advance (each of which shall be deemed to be a Funded Purchase) in an amount in immediately available funds equal to its Revolving Commitment Percentage of its Purchaser Group’s Pro Rata Share of the amount of the drawing and (subject ii) the LC Bank shall be deemed to any contrary provisions have made a participation advance (which advance shall be deemed to be a Funded Purchase) in an amount equal to its Commitment Percentage of Section 2.22 hereof) its Purchaser Group’s Pro Rata Share of the amount of the drawing, whereupon . All such participation advances and deemed participation advances by the participating Lenders LC Participants and the LC Bank shall (subject to Section 2.14(d) hereof) each be deemed to have made a Revolving Advance maintained as a Domestic accrue Discount at the Base Rate Loan to Borrowers from the applicable Drawing Date until such participation advances are repaid in that amountfull by the Seller. If any Lender holding a Revolving Commitment LC Participant so notified fails to make available to Agent, for the benefit of the applicable Issuer, LC Bank the amount of such LenderLC Participant’s Revolving Commitment Percentage share of such amount by no later than 2:00 p.m. p.m., New York time on the Drawing Date, then interest shall accrue on such LenderLC Participant’s obligation to make such payment, from the Drawing Date to the date on which such Lender LC Participant makes such payment (i) at a rate per annum equal to the Federal Funds Effective Overnight Bank Funding Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Revolving Advances maintained as a Domestic Rate Loan Capital on and after the fourth day following the Drawing Date. Agent and the applicable Issuer The LC Bank will promptly give notice of the occurrence of the Drawing Date, but failure of Agent or such Issuer the LC Bank to give any such notice on the Drawing Date or in sufficient time to enable any Lender holding a Revolving Commitment LC Participant to effect such payment on such date shall not relieve such Lender LC Participant from its obligations obligation under this Section 2.14(c1.15(c), ; provided that such Lender LC Participant shall not be obligated to pay interest as provided in this Section 2.14(cclauses (i) and (ii) above until and commencing from the date of receipt of notice from Agent the LC Bank or such Issuer the Administrator of a drawing. (d) With respect to any unreimbursed drawing that is not converted into a Revolving Advance maintained as a Domestic Rate Loan to Borrowers in whole or in part as contemplated by Section 2.14(b) hereof for any reason (other than the failure of a Lender to fund its Revolving Commitment), Borrowers shall be deemed to have incurred from Agent a borrowing (each a “Letter of Credit Borrowing”) in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to a Revolving Advance maintained as a Domestic Rate Loan. Each applicable LenderLC Participant’s payment to Agent pursuant to Section 2.14(c) hereof shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a “Participation Advance” from such Lender in satisfaction of its Participation Commitment in respect of the applicable Letter of Credit under this Section 2.14. (e) Each applicable Lender’s Participation Commitment in respect of the Letters of Credit commitment hereunder shall continue until the last Final Termination Date. No participation advance by any LC Participant shall reduce the then outstanding Reimbursement Obligation owed by the Seller to occur of any of the following events: (x) all Issuers cease to be obligated to issue or cause to be issued Letters of Credit hereunder; (y) no Letter of Credit issued or created hereunder remains outstanding and uncanceled; and (z) all Persons (other than Borrowers) have been fully reimbursed for all payments made under or relating to Letters of CreditLC Bank.

Disbursements, Reimbursement. (a) 2.9.3.1 Immediately upon the issuance of each Letter of Credit, each Lender holding a Revolving Commitment Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuer Letter of Credit Bank a participation in each such Letter of Credit and each drawing thereunder in an amount equal to such Xxxxxx’s Revolving Commitment Percentage Bank's Ratable Share of the Maximum Undrawn Amount of maximum amount available to be drawn under such Letter of Credit (as in effect from time to time) and the amount of such drawing, respectively. (b) 2.9.3.2 In the event of any request for a drawing on or before 11:00 a.m. under a Letter of Credit by the beneficiary or transferee thereof, the applicable Issuer Letter of Credit Bank shall promptly notify the Agent upon such request. Provided that it shall have received such notice, the Agent will promptly notify Agent the Borrower and Borrowing Agent. Following receipt of such noticeeach Bank thereof, Borrowers and the Borrower shall reimburse such Issuer be deemed to have requested that Revolving Credit Loans be made by the Banks in an amount equal to the amount so paid by such Issuer (such obligation to reimburse such Issuer shall sometimes be referred to as a “Reimbursement Obligation”) prior to 12:00 Noon, on each date that an amount is paid by such Issuer under such the Letter of Credit (each such date, a “Drawing Date”). In Bank under the event Borrowers fail to reimburse such Issuer for the full amount of any drawing under any Letter of Credit by 12:00 Noon, on the Drawing Date, such Issuer will promptly notify Agent and each Lender holding a Revolving Commitment thereof, and Borrowers shall be automatically deemed to have requested that a Revolving Advance maintained as a Domestic Base Rate Loan be made by Lenders Option to be disbursed on the Drawing Date under such Letter of Credit, and Lenders holding subject to the amount of the unutilized portion of the Revolving Commitments shall be unconditionally obligated Credit Commitment and not subject to fund such Revolving Advance (all whether or not the conditions specified set forth in Section 8.2 hereof are then satisfied 6.2 (Each Additional Loan or the Revolving Commitments have been terminated for any reason) as provided for in Section 2.14(c) belowLetter of Credit). Any notice given by any Issuer the Letter of Credit Bank or the Agent pursuant to this Section 2.14(b) 2.9.3.2 may be oral if promptly immediately confirmed in writing; provided that the lack of such a an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) 2.9.3.3 Each Lender holding a Revolving Commitment Bank shall upon any notice pursuant to Section 2.14(b2.9.3.2 (Disbursements, Reimbursement) above make available to the applicable Issuer through Agent at on behalf of the Payment Office Letter of Credit Bank an amount in immediately available funds equal to its Revolving Commitment Percentage (subject to any contrary provisions of Section 2.22 hereof) Ratable Share of the amount of the drawing, whereupon the participating Lenders Banks shall (subject to Section 2.14(d) hereof2.9.3.4 (Disbursements, Reimbursement)) each be deemed to have made a Revolving Advance maintained as a Domestic Credit Loan under the Base Rate Loan Option to Borrowers the Borrower in that amount. If any Lender holding a Revolving Commitment Bank so notified fails to make available to Agent, the Agent for the benefit account of the applicable Issuer, Agent on behalf of the Letter of Credit Bank the amount of such Lender’s Revolving Commitment Percentage Bank's Ratable Share of such amount by 2:00 p.m. no later than two o'clock (2:00) p.m., Eastern time on the Drawing Date, then interest shall accrue on such Lender’s Bank's obligation to make such payment, payment from the Drawing Date to the date on which such Lender Bank makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Loans under the Revolving Advances maintained as a Domestic Credit Base Rate Loan Option on and after the fourth day following the Drawing Date. The Agent and the applicable Issuer will promptly give notice of the occurrence of the Drawing Date, but failure of the Agent or such Issuer to give any such notice on the Drawing Date or in sufficient time to enable any Lender holding a Revolving Commitment Bank to effect such payment on such date shall not relieve such Lender Bank from its obligations obligation under this Section 2.14(c), provided that such Lender shall not be obligated to pay interest as provided in this Section 2.14(c) until and commencing from the date of receipt of notice from Agent or such Issuer of a drawing2.9.3.3. (d) 2.9.3.4 With respect to any unreimbursed drawing that is not converted into a Revolving Advance maintained as a Domestic Credit Loans under the Base Rate Loan Option to Borrowers the Borrower in whole or in part as contemplated by Section 2.14(b) hereof for any reason 2.9.3.2 (other than the failure of a Lender to fund its Revolving CommitmentDisbursements, Reimbursement), Borrowers the Borrower shall be deemed to have incurred from the Agent a borrowing (each a “"Letter of Credit Borrowing”") in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to a the Revolving Advance maintained as a Domestic Credit Loans under the Base Rate LoanOption. Each applicable Lender’s Bank's payment to the Agent pursuant to Section 2.14(c2.9.3.3 (Disbursements, Reimbursement) hereof shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a “"Participation Advance” " from such Lender Bank in satisfaction of its Participation Commitment in respect of the applicable Letter of Credit participation obligation under this Section 2.142.9.3 (Disbursements, Reimbursement). 2.9.4. (e) Each applicable Lender’s Participation Commitment in respect of the Letters of Credit shall continue until the last to occur of any of the following events: (x) all Issuers cease to be obligated to issue or cause to be issued Letters of Credit hereunder; (y) no Letter of Credit issued or created hereunder remains outstanding and uncanceled; and (z) all Persons (other than Borrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (ai) Immediately upon the issuance of each Letter of Credit, each Lender holding a Revolving Commitment Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuer Issuing Bank a participation in each such Letter of Credit and each drawing Draw thereunder in an amount equal to such Xxxxxx’s Revolving Commitment Percentage Bank's Ratable Share of the Maximum Undrawn Amount of maximum amount available to be drawn under such Letter of Credit (as in effect from time to time) and the amount of such drawingDraw, respectively. (bii) In the event of any request for a drawing Draw under a Letter of Credit by the beneficiary or transferee thereof, the applicable Issuer Issuing Bank will promptly notify the Borrower and the Agent and Borrowing Agent. Following receipt of such notice, Borrowers the Borrower shall reimburse (such Issuer obligation to reimburse the Issuing Bank shall sometimes be referred to as a "Reimbursement Obligation") the Issuing Bank prior to 12:00 noon, Pittsburgh time on each date that an amount is paid by the Issuing Bank under any Letter of Credit (each such date, a "Drawing Date") in an amount equal to the amount so paid by such Issuer (such obligation to reimburse such Issuer shall sometimes be referred to as a “Reimbursement Obligation”) prior to 12:00 Noon, on each date that an amount is paid by such Issuer under such Letter of Credit (each such date, a “Drawing Date”)the Issuing Bank. In the event Borrowers fail the Borrower fails to reimburse such Issuer the Issuing Bank for the full amount of any drawing under any Letter of Credit by 12:00 Noonnoon, Pittsburgh time, on the Drawing Date, such Issuer the Issuing Bank will promptly notify the Agent and each Lender holding a Revolving Commitment Bank thereof, and Borrowers the Borrower shall be automatically deemed to have requested that a Revolving Advance maintained as a Domestic Rate Loan Loans be made by Lenders the Banks under the Base Rate Option to be disbursed on the Drawing Date under such Letter of Credit, and Lenders holding the Revolving Commitments shall be unconditionally obligated subject to fund such Revolving Advance (all whether or not the conditions specified set forth in Section 8.2 hereof are then satisfied or the Revolving Commitments have been terminated for 8 below, other than any reason) as provided for in Section 2.14(c) belownotice requirements. Any notice given by any Issuer the Issuing Bank pursuant to this Section 2.14(b) paragraph may be oral if promptly immediately confirmed in writing; provided that the lack of such a an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ciii) Each Lender holding a Revolving Commitment Bank shall upon any notice pursuant to Section 2.14(bparagraph (ii) above make available to the applicable Issuer through Agent at for the Payment Office account of the Issuing Bank an amount in immediately available funds equal to its Revolving Commitment Percentage (subject to any contrary provisions of Section 2.22 hereof) Ratable Share of the amount of the drawing, whereupon the participating Lenders Banks shall (subject to Section 2.14(dparagraph (iv) hereofbelow) each be deemed to have made a Revolving Advance maintained as a Domestic Loan under the Base Rate Loan Option to Borrowers the Borrower in that amount. If any Lender holding a Revolving Commitment Bank so notified fails to make available to Agent, the Agent for the benefit account of the applicable Issuer, Issuing Bank the amount of such Lender’s Revolving Commitment Percentage Bank's Ratable Share of such amount by no later than 2:00 p.m. p.m., Pittsburgh time on the Drawing Date, then interest shall accrue on such Lender’s Bank's obligation to make such payment, from the Drawing Date to the date on which such Lender Bank makes such payment payment, (i) at a rate per annum equal to the Federal Funds Effective Rate in effect during the first three (3) days following the Drawing Date and (iiiii) at a rate per annum equal to the rate applicable to Revolving Advances maintained as a Domestic Loans under the Base Rate Loan Option on and after the fourth day following the Drawing Date. Agent and the applicable Issuer The Issuing Bank will promptly give notice of the occurrence of the Drawing Date, but failure of Agent or such Issuer the Issuing Bank to give any such notice on the Drawing Date or in sufficient time to enable any Lender holding a Revolving Commitment Bank to effect such payment on such date shall not relieve such Lender Bank from its obligations obligation under this Section 2.14(c), provided that such Lender shall not be obligated to pay interest as provided in this Section 2.14(c) until and commencing from the date of receipt of notice from Agent or such Issuer of a drawingparagraph. (div) With respect to any unreimbursed drawing Draw that is not converted into a Revolving Advance maintained as a Domestic Loan under the Base Rate Loan Option to Borrowers the Borrower in whole or in part as contemplated by Section 2.14(bparagraph (ii) hereof for any reason (other than above, the failure of a Lender to fund its Revolving Commitment), Borrowers Borrower shall be deemed to have incurred from Agent the Issuing Bank a borrowing (each a “Letter of Credit Borrowing”) Borrowing in the amount of such drawingDraw. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to a Revolving Advance maintained as a Domestic the Loans under the Base Rate LoanOption. Each applicable Lender’s Bank's payment to Agent the Issuing Bank pursuant to Section 2.14(cparagraph (iii) hereof above, shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a “Participation Advance” Advance from such Lender Bank in satisfaction of its Participation Commitment in respect of the applicable Letter of Credit participation obligation under this Section 2.142.9. (e) Each applicable Lender’s Participation Commitment in respect of the Letters of Credit shall continue until the last to occur of any of the following events: (x) all Issuers cease to be obligated to issue or cause to be issued Letters of Credit hereunder; (y) no Letter of Credit issued or created hereunder remains outstanding and uncanceled; and (z) all Persons (other than Borrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (ai) Immediately upon the issuance of each Letter of Credit, each Lender holding a Revolving Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuer Administrative Agent a participation in each such Letter of Credit and each drawing thereunder in an amount equal to such XxxxxxLender’s Revolving Commitment Percentage pro rata of the Maximum Undrawn Face Amount of such Letter of Credit (as in effect from time to time) and the amount of such drawing, respectively. (bii) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable Issuer Administrative Agent will promptly notify Agent and Borrowing Agentthe Parent Borrower. Following receipt of Provided that the Parent Borrower shall have received such noticenotice by 1:00 pm (New York time), the Borrowers shall reimburse such Issuer in an amount equal to the amount so paid by such Issuer (such obligation to reimburse such Issuer the Administrative Agent or any Lender together with any interest thereon pursuant to Section 2.08 shall sometimes be referred to as a “Reimbursement Obligation”) the Administrative Agent on behalf of the L/C Issuer and the Lenders prior to 12:00 Noon, 1:00 p.m. (New York time) on each such date that an amount is paid by such the Administrative Agent on behalf of the L/C Issuer and the Lenders under such any Letter of Credit (each such date, a “Drawing Date”)) in an amount equal to the amount so paid by the Administrative Agent. In the event the Borrowers fail to reimburse such Issuer the Administrative Agent for the full amount of any drawing under any Letter of Credit by 12:00 Noon, 1:00 p.m. (New York time) on the Drawing Date, such Issuer the Administrative Agent will promptly notify Agent and each Lender holding a Revolving Commitment thereof, and the Borrowers shall be automatically deemed to have requested that a Revolving Advance maintained as Facility Loan that is a Domestic Base Rate Loan be made by the Lenders to be disbursed on the Drawing Date under in respect of such Letter of Credit, Credit pursuant to Section 2.01 and Lenders holding the Revolving Commitments shall be unconditionally obligated subject to fund such Revolving Advance (all whether or not the conditions specified in Section 8.2 hereof are then satisfied or the Revolving Commitments have been terminated for any reason) as provided for in Section 2.14(c) belowArticle IV. Any notice given by any Issuer the Administrative Agent pursuant to this Section 2.14(b2.03(d)(ii) may be oral if promptly immediately confirmed in writing; provided that the lack of such a an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ciii) Each Lender holding a Revolving Commitment shall upon any notice pursuant to Section 2.14(b2.03(d)(ii) above make available to the applicable Issuer through Administrative Agent at the Payment Office an amount in immediately available funds equal to its Revolving Commitment Percentage (subject to any contrary provisions of Section 2.22 hereof) pro rata share of the amount of the drawing, whereupon the participating Lenders shall (subject to Section 2.14(d) hereof2.03(d)(iv)) each be deemed to have made a Revolving Advance maintained as Loan that is a Domestic Base Rate Loan to the Borrowers in that amount. If any Lender holding a Revolving Commitment so notified fails to make available to Agent, for the benefit of the applicable Issuer, Administrative Agent the amount of such Lender’s Revolving Commitment Percentage pro rata share of such amount by no later than 2:00 p.m. (New York time) on the Drawing Date, then interest shall accrue on such Lender’s obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the interest rate applicable to Revolving Advances maintained as a Domestic on Loans that are Base Rate Loan Loans on and after the fourth day following the Drawing Date. The Administrative Agent and the applicable Issuer will promptly give notice of the occurrence of the Drawing Date, but failure of the Administrative Agent or such Issuer to give any such notice on the Drawing Date or in sufficient time to enable any Lender holding a Revolving Commitment to effect such payment on such date shall not relieve such Lender from its obligations obligation under this Section 2.14(c2.03(d)(iii), provided that such Lender shall not be obligated to pay interest as provided in this Section 2.14(cclauses (i) and (ii) until and commencing from the date of receipt of notice from the Administrative Agent or such Issuer of a drawing. Each Lender’s payment to the Administrative Agent pursuant to this Section 2.03(d)(iii) shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a “Participation Revolving Loan” from such Lender in satisfaction of its Participation Commitment under this Section 2.03(d). (div) With respect to any unreimbursed drawing that is not converted into a Revolving Advance maintained as a Domestic Rate Loan to the Borrowers in whole or in part as contemplated by Section 2.14(b) hereof for any reason 2.03(d)(ii), because of the Borrowers’ failure to satisfy the conditions set forth in Section 4.02 (other than any notice requirements) or for any other reason, the failure of a Lender to fund its Revolving Commitment), Borrowers shall be deemed to have incurred from the Administrative Agent a borrowing (each a “Letter of Credit Borrowing”) in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable equal to a Revolving Advance maintained as a Domestic the interest rate on Loans that are Base Rate Loan. Each applicable Lender’s payment to Agent pursuant to Section 2.14(c) hereof shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a “Participation Advance” from such Lender in satisfaction of its Participation Commitment in respect of the applicable Letter of Credit under this Section 2.14Loans. (ev) Each applicable Lender’s Participation Commitment in respect of the Letters of Credit shall continue until the last to occur of any of the following events: (xi) all Issuers cease the Administrative Agent ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (yii) no Letter of Credit issued or created hereunder remains outstanding and uncanceled; uncanceled and (ziii) all Persons (other than the Borrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) Immediately upon the issuance of each Letter of Credit, each Revolving Lender holding a Revolving Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuer Agent a participation in each such Letter of Credit and each drawing thereunder in an amount equal to such Revolving Xxxxxx’s Revolving Commitment Percentage of the Maximum Undrawn Face Amount of such Letter of Credit (as in effect from time to time) and the amount of such drawing, respectively. (b) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable Issuer will promptly notify Agent and Borrowing Agent. Following receipt Regardless of whether Borrowing Agent shall have received such notice, Borrowers shall reimburse such Issuer in an amount equal to the amount so paid by such Issuer (such obligation to reimburse such Issuer shall sometimes be referred to as a “Reimbursement Obligation”) Issuer prior to 12:00 Noon, on each date that an amount is paid by such Issuer under such any Letter of Credit (each such date, a “Drawing Date”)) in an amount equal to the amount so paid by Issuer. In the event Borrowers fail to reimburse such Issuer for the full amount of any drawing under any Letter of Credit by 12:00 Noon, on the Drawing Date, such Issuer will promptly notify Agent and each Lender holding a Revolving Commitment thereof, and Borrowers shall be automatically deemed to have requested that a Revolving Advance maintained as a Domestic Rate Loan be made by Lenders to be disbursed on the Drawing Date under such Letter of Credit, and Lenders holding the Revolving Commitments shall be unconditionally obligated to fund such Revolving Advance (all whether or not the conditions specified in Section 8.2 hereof are then satisfied or the commitments of Lenders to make Revolving Commitments Advances hereunder have been terminated for any reason) as provided for in Section 2.14(c2.13(c) immediately below. Any notice given by any Issuer pursuant to this Section 2.14(b2.13(b) may be oral if promptly confirmed in writing; provided that the lack of such a confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Revolving Lender holding a Revolving Commitment shall upon any notice pursuant to Section 2.14(b2.13(b) above make available to the applicable Issuer through Agent at the Payment Office an amount in immediately available funds equal to its Revolving Commitment Percentage (subject to any contrary provisions of Section 2.22 hereof) of the amount of the drawing, whereupon the participating Revolving Lenders shall (subject to Section 2.14(d) hereof2.13(d)) each be deemed to have made a Revolving Advance maintained as a Domestic Rate Loan to Borrowers in that amount. If any Revolving Lender holding a Revolving Commitment so notified fails to make available to Agent, for the benefit of the applicable Issuer, Agent the amount of such Revolving Lender’s Revolving Commitment Percentage of such amount by no later than 2:00 p.m. on the Drawing Date, then interest shall accrue on such Revolving Lender’s obligation to make such payment, from the Drawing Date to the date on which such Revolving Lender makes such payment (i) at a rate per annum equal to the Effective Federal Funds Effective Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Revolving Advances maintained as a Domestic Rate Loan Loans on and after the fourth (4th) day following the Drawing Date. Agent and the applicable Issuer will promptly give notice of the occurrence of the Drawing Date, but failure of Agent or such Issuer to give any such notice on the Drawing Date or in sufficient time to enable any Revolving Lender holding a Revolving Commitment to effect such payment on such date shall not relieve such Revolving Lender from its obligations obligation under this Section 2.14(c2.13(c), provided that such Revolving Lender shall not be obligated to pay interest as provided in this Section 2.14(cSections 2.13(c)(i) and (ii) until and commencing from the date of receipt of notice from Agent or such Issuer of a drawing. (d) With respect to any unreimbursed drawing that is not converted into a Revolving Advance maintained as a Domestic Rate Loan to Borrowers in whole or in part as contemplated by Section 2.14(b) 2.13(b), because of Borrowers’ failure to satisfy the conditions set forth in Section 8.2 hereof for any reason (other than the failure of a Lender to fund its Revolving Commitment)any notice requirements) or for any other reason, Borrowers shall be deemed to have incurred from Agent a borrowing (each a “Letter of Credit Borrowing”) in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to a Revolving Advance maintained as a Domestic Rate Loan. Each applicable Revolving Lender’s payment to Agent pursuant to Section 2.14(c2.13(c) hereof shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a “Participation Advance” from such Revolving Lender in satisfaction of its Participation Commitment in respect of the applicable Letter of Credit under this Section 2.142.13. (e) Each applicable Revolving Lender’s Participation Commitment in respect of the Letters of Credit shall continue until the last to occur of any of the following events: (x) all Issuers cease Agent ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (y) no Letter of Credit issued or created hereunder remains outstanding and uncanceleduncancelled (or cash collateralized or otherwise supported by a backstop letter of credit, in a manner acceptable to Agent in its Permitted Discretion); and (z) all Persons (other than Borrowers) Agent and Lenders have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) Immediately upon the issuance of each Letter of Credit, each 5-Year Revolver Lender holding a Revolving Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuer Issuing Lender a participation in each such Letter of Credit and each drawing thereunder in an amount equal to such Xxxxxx’s Revolving Commitment Percentage 5-Year Revolver Ratable Share of the Maximum Undrawn Amount of maximum amount available to be drawn under such Letter of Credit (as in effect from time to time) and the amount of such drawing, respectively. (bi) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable Issuer Issuing Lender will promptly notify the Borrower and the Administrative Agent and Borrowing Agentthereof. Following receipt of Provided that it shall have received such notice, Borrowers the Borrower shall reimburse such Issuer in an amount equal to the amount so paid by such Issuer (such obligation to reimburse such Issuer the Issuing Lender shall sometimes be referred to as a “Reimbursement Obligation”) the Issuing Lender prior to 12:00 Noon, noon on each date that an amount is paid by such Issuer the Issuing Lender under such any Letter of Credit (each such date, a “Drawing Date”)) by paying to the Administrative Agent for the account of the Issuing Lender an amount equal to the amount so paid by the Issuing Lender. In the event Borrowers fail the Borrower fails to reimburse such Issuer the Issuing Lender (through the Administrative Agent) for the full amount of any drawing under any Letter of Credit by 12:00 Noon, noon on the Drawing Date, such Issuer the Administrative Agent will promptly notify Agent and each 5-Year Revolver Lender holding a Revolving Commitment thereof, and Borrowers the Borrower shall be automatically deemed to have requested that a 5-Year Revolving Advance maintained as a Domestic Rate Loan Credit Loans be made by the 5-Year Revolver Lenders under the Base Rate Option to be disbursed on the Drawing Date under such Letter of Credit, subject to the amount of the unutilized portion of the 5-Year Revolving Credit Commitment and Lenders holding the Revolving Commitments shall be unconditionally obligated subject to fund such Revolving Advance (all whether or not the conditions specified set forth in Section 8.2 hereof are then satisfied 7.2 [Each Loan or the Revolving Commitments have been terminated for Letter of Credit] other than any reason) as provided for in Section 2.14(c) belownotice requirements. Any notice given by any Issuer the Administrative Agent or Issuing Lender pursuant to this Section 2.14(b2.9(c)(i) may be oral if promptly immediately confirmed in writing; provided that the lack of such a an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (cii) Each 5-Year Revolver Lender holding a Revolving Commitment shall upon any notice pursuant to Section 2.14(b2.9(c)(i) above make available to the applicable Issuer through Administrative Agent at for the Payment Office account of the Issuing Lender an amount in immediately available funds equal to its Revolving Commitment Percentage (subject to any contrary provisions of Section 2.22 hereof) 5-Year Revolver Ratable Share of the amount of the drawing, whereupon the participating 5-Year Revolver Lenders shall (subject to Section 2.14(d2.9(c) hereof[Disbursements; Reimbursement]) each be deemed to have made a 5-Year Revolving Advance maintained as a Domestic Credit Loan under the Base Rate Loan Option to Borrowers the Borrower in that amount. If any 5-Year Revolver Lender holding a Revolving Commitment so notified fails to make available to Agent, the Administrative Agent for the benefit account of the applicable Issuer, Issuing Lender the amount of such Lender’s Revolving Commitment Percentage 5-Year Revolver Ratable Share of such amount by no later than 2:00 p.m. on the Drawing Date, then interest shall accrue on such LenderXxxxxx’s obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Effective Federal Funds Effective Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to 5-Year Revolving Advances maintained as a Domestic Credit Loans under the Base Rate Loan Option on and after the fourth day following the Drawing Date. The Administrative Agent and the applicable Issuer Issuing Lender will promptly give notice (as described in Section 2.9(c)(i) above) of the occurrence of the Drawing Date, but failure of the Administrative Agent or such Issuer the Issuing Lender to give any such notice on the Drawing Date or in sufficient time to enable any 5-Year Revolver Lender holding a Revolving Commitment to effect such payment on such date shall not relieve such Lender from its obligations obligation under this Section 2.14(c2.9(c)(ii), provided that such Lender shall not be obligated to pay interest as provided in this Section 2.14(c) until and commencing from the date of receipt of notice from Agent or such Issuer of a drawing. (diii) With respect to any unreimbursed drawing that is not converted into a 5-Year Revolving Advance maintained as a Domestic Credit Loans under the Base Rate Loan Option to Borrowers the Borrower in whole or in part as contemplated by Section 2.14(b) hereof 2.9(c)(i), because of the Borrower’s failure to satisfy the conditions set forth in Section 7.2 [Each Loan or Letter of Credit] other than any notice requirements, or for any reason (other than reason, the failure of a Lender to fund its Revolving Commitment), Borrowers Borrower shall be deemed to have incurred from Agent the Issuing Lender a borrowing (each a “Letter of Credit Borrowing”) in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to a the 5-Year Revolving Advance maintained as a Domestic Credit Loans under the Base Rate LoanOption. Each applicable 5-Year Revolver Lender’s payment to the Administrative Agent for the account of the Issuing Lender pursuant to Section 2.14(c2.9(c) hereof [Disbursements, Reimbursement] shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute (each a “Participation Advance” ”) from such Lender in satisfaction of its Participation Commitment in respect of the applicable Letter of Credit participation obligation under this Section 2.142.9(c). (e) Each applicable Lender’s Participation Commitment in respect of the Letters of Credit shall continue until the last to occur of any of the following events: (x) all Issuers cease to be obligated to issue or cause to be issued Letters of Credit hereunder; (y) no Letter of Credit issued or created hereunder remains outstanding and uncanceled; and (z) all Persons (other than Borrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) Immediately upon the issuance of each Letter of Credit, each Lender holding a Revolving Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuer Agent a participation in each such Letter of Credit and each drawing thereunder in an amount equal to such XxxxxxLender’s Revolving Commitment Percentage of the Maximum Undrawn Face Amount of such Letter of Credit (as in effect from time to time) and the amount of such drawing, respectively. (b) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable Issuer Agent will promptly notify Agent and Borrowing Agent. Following receipt of Provided that Borrowing Agent has received such notice, Borrowers shall reimburse such Issuer in an amount equal to the amount so paid by such Issuer (such obligation to reimburse such Issuer Agent shall sometimes be referred to as a “Reimbursement Obligation”) Agent prior to 12:00 Noon, New York time on each date that an amount is paid by such Issuer Agent under such any Letter of Credit (each such date, a “Drawing Date”)) in an amount equal to the amount so paid by Agent. In the event Borrowers fail to reimburse such Issuer Agent for the full amount of any drawing under any Letter of Credit by 12:00 Noon, New York time, on the Drawing Date, such Issuer Agent will promptly notify Agent and each Lender holding a Revolving Commitment thereof, and Borrowers shall be automatically deemed to have requested that a Revolving Advance maintained as a Domestic Rate Loan be made by Lenders to be disbursed on the Drawing Date under such Letter of Credit, and Lenders holding to the Revolving Commitments shall extent that Availability would be unconditionally obligated greater than zero after giving effect to fund such Revolving Advance (all whether or not the conditions specified in and subject to Section 8.2 hereof are then satisfied or the Revolving Commitments have been terminated for any reason) as provided for in Section 2.14(c) below8.2. Any notice given by any Issuer Agent pursuant to this Section 2.14(b2.11(b) may be oral if promptly immediately confirmed in writing; provided that the lack of such a an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) Each Lender holding a Revolving Commitment shall upon any notice pursuant to Section 2.14(b2.11(b) above make available to the applicable Issuer through Agent at the Payment Office an amount in immediately available funds equal to its Revolving Commitment Percentage (subject to any contrary provisions of Section 2.22 hereof) of the amount of the drawing, whereupon the participating Lenders shall (subject to Section 2.14(d) hereof2.11(d)) each be deemed to have made a Revolving Advance maintained as a Domestic Rate Loan to Borrowers in that amount. If any Lender holding a Revolving Commitment so notified fails to make available to Agent, for the benefit of the applicable Issuer, Agent the amount of such Lender’s Revolving Commitment Percentage of such amount by no later than 2:00 p.m. p.m., New York time on the Drawing Date, then interest shall accrue on such Lender’s obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the rate Revolving Interest Rate applicable to Revolving Advances maintained as a Domestic Rate Loan Loans on and after the fourth day following the Drawing Date. Agent and the applicable Issuer will promptly give notice of the occurrence of the Drawing Date, but failure of Agent or such Issuer to give any such notice on the Drawing Date or in sufficient time to enable any Lender holding a Revolving Commitment to effect such payment on such date shall not relieve such Lender from its obligations obligation under this Section 2.14(c2.11(c), provided that such Lender shall not be obligated to pay interest as provided in this Section 2.14(cSections 2.11(c)(i) and (ii) until and commencing from the date of receipt of notice from Agent or such Issuer of a drawing. (d) With respect to any unreimbursed drawing that is not converted into a Revolving Advance maintained as a Domestic Rate Loan to Borrowers in whole or in part as contemplated by Section 2.14(b) hereof for any reason 2.11(b), because of Borrowers’ failure to satisfy the conditions set forth in Section 8.2 (other than the failure of a Lender to fund its Revolving Commitment)any notice requirements) or for any other reason, Borrowers shall be deemed to have incurred from Agent a borrowing (each a “Letter of Credit Borrowing”) in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the a rate per annum equal to the Revolving Interest Rate applicable to a Revolving Advance maintained as a Domestic Rate LoanLoans. Each applicable Lender’s payment to Agent pursuant to Section 2.14(c2.11(c) hereof shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a “Participation Advance” from such Lender in satisfaction of its Participation Commitment in respect of the applicable Letter of Credit under this Section 2.142.11. (e) Each applicable Lender’s Participation Commitment in respect of the Letters of Credit shall continue until the last to occur of any of the following events: (x) all Issuers cease Agent ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (y) no Letter of Credit issued or created hereunder remains outstanding and uncanceled; uncancelled and (z) all Persons (other than Borrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) Immediately upon the issuance of each Letter of Credit, each Lender holding a Revolving Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuer Issuing Lender a participation in each such Letter of Credit and each drawing thereunder in an amount equal to such XxxxxxLender’s Revolving Commitment Percentage Ratable Share of the Maximum Undrawn Amount of maximum amount available to be drawn under such Letter of Credit (as in effect from time to time) and the amount of such drawing, respectively. (b) 2.9.3.1 In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable Issuer Issuing Lender will promptly notify the Borrower and the Administrative Agent and Borrowing Agentthereof. Following receipt of Provided that it shall have received such notice, Borrowers the Borrower shall reimburse such Issuer in an amount equal to the amount so paid by such Issuer (such obligation to reimburse such Issuer the applicable Issuing Lender shall sometimes be referred to as a “Reimbursement Obligation”) such Issuing Lender prior to 12:00 Noon, noon on each date that an amount is paid by such Issuer Issuing Lender under such any Letter of Credit (each such date, a “Drawing Date”)) by paying to the Administrative Agent for the account of such Issuing Lender an amount equal to the amount so paid by such Issuing Lender. In the event Borrowers fail the Borrower fails to reimburse such Issuer the applicable Issuing Lender (through the Administrative Agent) for the full amount of any drawing under any Letter of Credit by 12:00 Noon, noon on the Drawing Date, such Issuer the Administrative Agent will promptly notify Agent and each Lender holding a Revolving Commitment thereof, and Borrowers the Borrower shall be automatically deemed to have requested that a Revolving Advance maintained as a Domestic Rate Loan Credit Loans be made by the Lenders under the Base Rate Option to be disbursed on the Drawing Date under such Letter of Credit, and Lenders holding subject to the amount of the unutilized portion of the Revolving Commitments shall be unconditionally obligated Credit Commitment and subject to fund such Revolving Advance (all whether or not the conditions specified set forth in Section 8.2 hereof are then satisfied 6.2 [Each Loan or the Revolving Commitments have been terminated for Letter of Credit] other than any reason) as provided for in Section 2.14(c) belownotice requirements. Any notice given by any Issuer the Administrative Agent or applicable Issuing Lender pursuant to this Section 2.14(b) 2.9.3.1 [Disbursements; Reimbursement] may be oral if promptly immediately confirmed in writing; provided that the lack of such a an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (c) 2.9.3.2 Each Lender holding a Revolving Commitment shall upon any notice pursuant to this Section 2.14(b) above 2.9.3 [Disbursements; Reimbursement] make available to the Administrative Agent for the account of the applicable Issuer through Agent at the Payment Office Issuing Lender an amount in immediately available funds equal to its Revolving Commitment Percentage (subject to any contrary provisions of Section 2.22 hereof) Ratable Share of the amount of the drawing, whereupon the participating Lenders shall (subject to this Section 2.14(d) hereof2.9.3 [Disbursements; Reimbursement]) each be deemed to have made a Revolving Advance maintained as a Domestic Credit Loan under the Base Rate Loan Option to Borrowers the Borrower in that amount. If any Lender holding a Revolving Commitment so notified fails to make available to Agent, the Administrative Agent for the benefit account of the applicable Issuer, Issuing Lender the amount of such Lender’s Revolving Commitment Percentage Ratable Share of such amount by no later than 2:00 p.m. on the Drawing Date, then interest shall accrue on such Lender’s obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the rate applicable to Loans under the Revolving Advances maintained as a Domestic Credit Base Rate Loan Option on and after the fourth day following the Drawing Date. The Administrative Agent and the applicable Issuer Issuing Lender will promptly give notice (as described in this Section 2.9.3 [Disbursements; Reimbursement] above) of the occurrence of the Drawing Date, but failure of the Administrative Agent or such Issuer Issuing Lender to give any such notice on the Drawing Date or in sufficient time to enable any Lender holding a Revolving Commitment to effect such payment on such date shall not relieve such Lender from its obligations obligation under this Section 2.14(c), provided that such Lender shall not be obligated to pay interest as provided in this Section 2.14(c) until and commencing from the date of receipt of notice from Agent or such Issuer of a drawing2.9.3 [Disbursements; Reimbursement]. (d) 2.9.3.3 With respect to any unreimbursed drawing that is not converted into a Revolving Advance maintained as a Domestic Credit Loans under the Base Rate Loan Option to Borrowers the Borrower in whole or in part as contemplated by this Section 2.14(b) hereof 2.9.3 [Disbursements; Reimbursement], because of the Borrower’s failure to satisfy the conditions set forth in Section 6.2 [Each Loan or Letter of Credit] other than any notice requirements, or for any reason (other than reason, the failure of a Lender to fund its Revolving Commitment), Borrowers Borrower shall be deemed to have incurred from Agent the applicable Issuing Lender a borrowing (each each, a “Letter of Credit Borrowing”) in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to a the Revolving Advance maintained as a Domestic Credit Loans under the Base Rate LoanOption. Each applicable Lender’s payment to the Administrative Agent for the account of the applicable Issuing Lender pursuant to this Section 2.14(c) hereof 2.9.3 [Disbursements, Reimbursement] shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute (each, a “Participation Advance” ”) from such Lender in satisfaction of its Participation Commitment in respect of the applicable Letter of Credit participation obligation under this Section 2.142.9.3 [Disbursements; Reimbursement]. (e) Each applicable Lender’s Participation Commitment in respect of the Letters of Credit shall continue until the last to occur of any of the following events: (x) all Issuers cease to be obligated to issue or cause to be issued Letters of Credit hereunder; (y) no Letter of Credit issued or created hereunder remains outstanding and uncanceled; and (z) all Persons (other than Borrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.