Common use of Disbursements, Reimbursement Clause in Contracts

Disbursements, Reimbursement. (a) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank will promptly notify the Administrator who will notify the Seller and each Purchaser Agent of such request. The Seller shall reimburse (such obligation to reimburse the LC Bank, the “Reimbursement Obligation”) the LC Bank (i) if the Seller shall have received notice of such drawing prior to 10:00 a.m., New York City time, on any Business Day, no later than 3:00 p.m., New York City time, on such Business Day, or (ii) otherwise, noon, New York City time, on the Business Day immediately following the day that the Seller receives such notice (each such date for reimbursement, a “Reimbursement Date”) in an amount equal to the amount so paid by the LC Bank. Upon its receipt of such notice, (i) the Seller will be deemed to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made on the applicable Reimbursement Date in an amount equal to such Reimbursement Obligation and (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchaser, by the Administrator using funds in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share of the Reimbursement Purchase) directly to the LC Bank. In the event the Seller fails to reimburse the LC Bank for the full amount of any drawing under any Letter of Credit by the applicable time, on the Reimbursement Date (including because the conditions precedent to a Reimbursement Purchase deemed to have been requested by the Seller pursuant to this Section 1.14(a) to reimburse the LC Bank shall not have been satisfied), the LC Bank will promptly notify each LC Participant thereof. (b) Each LC Participant shall, upon receipt of any notice pursuant to Section 1.14(a), make available to the LC Bank an amount in immediately available funds equal to its Pro Rata Share of the amount of the drawing (a “Participation Advance”). If any LC Participant so notified fails to make available to the LC Bank the amount of such LC Participant’s Pro Rata Share of such amount by no later than 2:00 p.m., New York City time on the Reimbursement Date, then interest shall accrue on such LC Participant’s obligation to make such payment, from the Reimbursement Date to the date on which such LC Participant makes such payment (i) at a rate per annum equal to the Federal Funds Rate during the first three days following the Reimbursement Date and (ii) at a rate per annum equal to the rate applicable to Capital on and after the fourth day following the Reimbursement Date. Each LC Participant’s Commitment shall continue until the last to occur of any of the following events: (A) the LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (B) no Letter of Credit issued hereunder remains outstanding and uncancelled or (C) all Persons (other than the Seller) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank will promptly notify the Administrator who will notify Administrative Agent and the Seller and each Purchaser Agent Borrower of such request. The Seller Borrower shall reimburse (such obligation to reimburse the LC Bank, the Bank shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank (i) if the Seller shall have received notice of such drawing prior to 10:00 a.m., noon (New York City time, on any Business Day, no later than 3:00 p.m., New York City time, on such Business Day, or (ii) otherwise, noon, New York City time), on the next Business Day immediately following each date that an amount is paid by the day that the Seller receives such notice LC Bank under any Letter of Credit (each such date for reimbursementdate, a “Reimbursement Drawing Date”) in an amount equal to the amount so paid by the LC Bank. Upon its receipt of such notice, Such Reimbursement Obligation shall be satisfied by the Borrower (i) first, by the Seller will be deemed remittance by the Administrative Agent to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made the LC Bank of any available amounts then on deposit in the applicable Reimbursement Date in an amount equal to such Reimbursement Obligation LC Collateral Account and (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchasersecond, by the Administrator using funds in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share remittance by or on behalf of the Reimbursement Purchase) directly Borrower to the LC BankBank of any other funds of the Borrower then available for disbursement. In the event the Seller Borrower fails to reimburse the LC Bank for the full amount of any drawing under any Letter of Credit by the applicable noon (New York City time, ) on the Reimbursement next Business Day following the Drawing Date (including because the conditions precedent to a Reimbursement Purchase deemed to have been Loan requested by the Seller Borrower pursuant to this Section 1.14(a) to reimburse the LC Bank 2.01 shall not have been satisfied), the LC Bank will promptly notify each Lender thereof. Any notice given by the LC Participant thereofBank pursuant to this Section may be oral if promptly confirmed in writing; provided that the lack of such a prompt written confirmation shall not affect the conclusiveness or binding effect of such oral notice. (b) Each LC Participant shall, Lender shall upon receipt of any notice pursuant to Section 1.14(a), clause (a) above make available to the LC Bank an amount in immediately available funds equal to its Pro Rata LC Share of the amount of the drawing (a “Participation Advance”), whereupon the Lenders shall each be deemed to have made a Loan to the Borrower in that amount. If any LC Participant Lender so notified fails to make available to the LC Bank the amount of such LC ParticipantLender’s Pro Rata LC Share of such amount by no later than 2:00 p.m., p.m. (New York City time time) on the Reimbursement Drawing Date, then interest shall accrue on such LC ParticipantLender’s obligation to make such payment, from the Reimbursement Drawing Date to the date on which such LC Participant Lender makes such payment (i) at a rate per annum equal to the Federal Funds Rate during the first three days following the Reimbursement Drawing Date and (ii) at a rate per annum equal to the rate applicable to Capital Base Rate on and after the fourth day following the Reimbursement Drawing Date. The LC Bank will promptly give notice to each Lender of the occurrence of the Drawing Date, but failure of the LC Bank to give any such notice on the Drawing Date or in sufficient time to enable any Lender to effect such payment on such date shall not relieve such Lender from its obligation under this clause (b). Each LC ParticipantLender’s Commitment obligation to make Participation Advances shall continue until the last to occur of any of the following events: (A) the LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; , (B) no Letter of Credit issued hereunder remains outstanding and uncancelled or (C) all Persons (other than the Seller) Credit Parties have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank will promptly notify the Administrator who will notify and the Seller and each Purchaser Agent Borrower of such requestdrawing. The Seller Borrower shall reimburse (such obligation to reimburse the LC Bank, the Bank shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank not later than (i) if the Seller Borrower shall have received such notice of such drawing prior to 10:00 a.m., by 1:00 p.m. (New York City time) on the date of such drawing (each such date, on any Business Daya “Drawing Date”), no later than 3:00 p.m., 4:00 p.m. (New York City time, ) on such Business Day, or the Drawing Date and (ii) otherwise, noon, otherwise 12:00 noon (New York City time, ) on the Business Day immediately following the day that Drawing Date (the Seller receives such notice (each such date for reimbursement, on which the Borrower is obligated to perform a Reimbursement Obligation is referred to as a “Reimbursement Date”) in an amount equal to the amount so paid by the LC Bank. Upon its receipt of such notice, Such Reimbursement Obligation shall be satisfied by the Borrower (i) first, by the Seller will be deemed remittance by the Administrator to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made on the applicable Reimbursement Date LC Bank of any available amounts denominated in an amount equal the same currency as the Letter of Credit relating to such Reimbursement Obligation and then on deposit in any LC Collateral Account, (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchasersecond, by the remittance by or on behalf of the Borrower to the LC Bank of any other funds of the Borrower then available for disbursement and (iii) third, by the remittance by the Administrator using funds to the LC Bank of any available amounts then on deposit in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share Account denominated in a currency other than the currency of the Letter of Credit relating to such Reimbursement Purchase) directly Obligation; provided that at the time of such remittance, such amounts shall be converted to the LC Bankcurrency of the Letter of Credit relating to such Reimbursement Obligation. In the event the Seller Borrower fails to reimburse the LC Bank for the full amount of any drawing under any Letter of Credit by the applicable time, time on the a Reimbursement Date (including because the conditions precedent to a Reimbursement Purchase deemed to have been Borrowing requested by the Seller Borrower pursuant to this Section 1.14(a) to reimburse the LC Bank shall not have been satisfied), the LC Bank will promptly notify each LC Participant thereof. (b) Each LC Participant shall, upon receipt of any notice pursuant to Section 1.14(a), make available to the LC Bank an amount in immediately available funds equal to its Pro Rata Share of the amount of the drawing (a “Participation Advance”). If any LC Participant so notified fails to make available to the LC Bank the amount of such LC Participant’s Pro Rata Share of such amount by no later than 2:00 p.m., New York City time on the Reimbursement Date, then interest shall accrue on such LC Participant’s obligation to make such payment, from the Reimbursement Date to the date on which such LC Participant makes such payment (i) at a rate per annum equal to the Federal Funds Rate during the first three days following the Reimbursement Date and (ii) at a rate per annum equal to the rate applicable to Capital on and after the fourth day following the Reimbursement Date. Each LC Participant’s Commitment shall continue until the last to occur of any of the following events: (A) the LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (B) no Letter of Credit issued hereunder remains outstanding and uncancelled or (C) all Persons (other than the Seller) have been fully reimbursed for all payments made under or relating to Letters of Credit.Section

Disbursements, Reimbursement. (a) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank will promptly notify the Administrator who will notify Administrative Agent and the Seller and each Purchaser Agent Borrower of such request. The Seller Borrower shall reimburse (such obligation to reimburse the LC Bank, the Bank shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank (i) if the Seller shall have received notice of such drawing prior to 10:00 a.m., 5:00 p.m. (New York City time), on each date that an amount is paid by the LC Bank under any Business Day, no later than 3:00 p.m., New York City time, on such Business Day, or (ii) otherwise, noon, New York City time, on the Business Day immediately following the day that the Seller receives such notice Letter of Credit (each such date for reimbursementdate, a “Reimbursement Drawing Date”) in an amount equal to the amount so paid by the LC Bank. Upon its receipt of such notice, Such Reimbursement Obligation shall be satisfied by the Borrower (i) first, by the Seller will be deemed remittance by the Administrative Agent to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made the LC Bank of any available amounts then on deposit in the applicable Reimbursement Date in an amount equal to such Reimbursement Obligation LC Collateral Account and (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchasersecond, by the Administrator using funds in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share remittance by or on behalf of the Reimbursement Purchase) directly Borrower to the LC BankBank of any other funds of the Borrower then available for disbursement. In the event the Seller Borrower fails to reimburse the LC Bank for the full amount of any drawing under any Letter of Credit by the applicable 5:00 p.m. (New York City time, ) on the Reimbursement Drawing Date (including because the conditions precedent to a Reimbursement Purchase deemed to have been Loan requested by the Seller Borrower pursuant to this Section 1.14(a) to reimburse the LC Bank 2.01 shall not have been satisfied), the LC Bank will promptly notify each LC Participant thereof. Any notice given by the LC Bank pursuant to this Section may be oral if promptly confirmed in writing; provided that the lack of such a prompt written confirmation shall not affect the conclusiveness or binding effect of such oral notice. (b) Each LC Participant shall, shall upon receipt of any notice pursuant to Section 1.14(a), clause (a) above make available to the LC Bank an amount in immediately available funds equal to its Pro Rata Share of the amount of the drawing (a “Participation Advance”), whereupon the LC Participants shall each be deemed to have made a Loan to the Borrower in that amount. If any LC Participant so notified fails to make available to the LC Bank the amount of such LC Participant’s Pro Rata Share of such amount by no later than 2:00 p.m., p.m. (New York City time time) on the Reimbursement Drawing Date, then interest shall accrue on such LC Participant’s obligation to make such payment, from the Reimbursement Drawing Date to the date on which such LC Participant makes such payment (i) at a rate per annum equal to the Federal Funds Rate during the first three days following the Reimbursement Drawing Date and (ii) at a rate per annum equal to the rate applicable to Capital Base Rate on and after the fourth day following the Reimbursement Drawing Date. The LC Bank will promptly give notice to each LC Participant of the occurrence of the Drawing Date, but failure of the LC Bank to give any such notice on the Drawing Date or in sufficient time to enable any LC Participant to effect such payment on such date shall not relieve such LC Participant from its obligation under this clause (b). Each LC Participant’s Commitment shall continue until the last to occur of any of the following events: (A) the LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; , (B) no Letter of Credit issued hereunder remains outstanding and uncancelled or (C) all Persons (other than the Seller) Credit Parties have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank will promptly notify the Administrator who will notify and the Seller and each Purchaser Agent of such request. The Seller shall reimburse (such obligation to reimburse the LC Bank, the Bank shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank (i) if the Seller shall have received notice of such drawing in U.S. Dollars prior to 10:00 a.m., noon (New York City time), on each date that an amount is paid by the LC Bank under any Business Day, no later than 3:00 p.m., New York City time, on such Business Day, or (ii) otherwise, noon, New York City time, on the Business Day immediately following the day that the Seller receives such notice Letter of Credit (each such date for reimbursementdate, a “Reimbursement Drawing Date”) in an amount equal to the U.S. Dollar Equivalent (determined as of the applicable Drawing Date) of the amount so paid by the LC Bank. Upon its receipt of such notice, Such Reimbursement Obligation shall be satisfied by the Seller (i) first, by the Seller will be deemed remittance by the Administrator to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made on the applicable Reimbursement Date LC Bank of any available amounts denominated in an amount equal the same currency as the Letter of Credit relating to such Reimbursement Obligation and then on deposit in any LC Collateral Account, (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchasersecond, by the remittance by or on behalf of the Seller to the LC Bank of any other funds of the Seller then available for disbursement and (iii) third, by the remittance by the Administrator using funds to the LC Bank of any available amounts then on deposit in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share Account denominated in a currency other than the currency of the Letter of Credit relating to such Reimbursement Purchase) directly Obligation; provided, that at the time of such remittance, such amounts shall be converted to the LC Bankcurrency of the Letter of Credit relating to such Reimbursement Obligation. In the event the Seller fails to reimburse the LC Bank for the full U.S. Dollar Equivalent of the amount of any drawing under any Letter of Credit by the applicable noon (New York City time, ) on the Reimbursement Drawing Date (including because the conditions precedent to a Reimbursement Purchase deemed to have been an Investment requested by the Seller pursuant to this Section 1.14(a) to reimburse the LC Bank 1.2 shall not have been satisfied), the LC Bank will promptly notify each LC Participant thereof. Any notice given by the LC Bank pursuant to this Section may be oral if promptly confirmed in writing; provided that the lack of such a prompt written confirmation shall not affect the conclusiveness or binding effect of such oral notice. (b) Each LC Participant shall, shall upon receipt of any notice pursuant to Section 1.14(a), clause (a) above make available to the LC Bank an amount in U.S. Dollars in immediately available funds equal to its Pro Rata Share of the U.S. Dollar Equivalent (determined as of the applicable Drawing Date) of the amount of the drawing (a “Participation Advance”), whereupon the LC Participants shall each be deemed to have made an Investment in U.S. Dollars in that amount. If any LC Participant so notified fails to make available to the LC Bank the amount in U.S. Dollars of such LC Participant’s Pro Rata Share of such U.S. Dollar Equivalent amount by no later than 2:00 p.m., New York City time on the Reimbursement Drawing Date, then interest shall accrue on such LC Participant’s obligation to make such payment, from the Reimbursement Drawing Date to the date on which such LC Participant makes such payment (i) at a rate per annum equal to the Federal Funds Rate during the first three days following the Reimbursement Drawing Date and (ii) at a rate per annum equal to the rate applicable to Capital Base Rate on and after the fourth day following the Reimbursement Drawing Date. The LC Bank will promptly give notice of the occurrence of the Drawing Date, but failure of the LC Bank to give any such notice on the Drawing Date or in sufficient time to enable any LC Participant to effect such payment on such date shall not relieve such LC Participant from its obligation under this clause (b). Each LC Participant’s Commitment shall continue until the last to occur of any of the following events: (A) the LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (B) no Letter of Credit issued hereunder remains outstanding and uncancelled or (C) all Persons (other than the Seller) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank will promptly notify the Administrator who will notify the Seller and Administrator, each Purchaser Agent and the Seller of such requestrequest and of any funding thereunder. The Seller shall reimburse (such obligation to reimburse On the LC Bank, the “Reimbursement Obligation”) date that an amount is paid by the LC Bank under any Letter of Credit (i) if each such date, a “Drawing Date”), the Seller shall be deemed to have received notice of such drawing prior to 10:00 a.m., New York City time, on any Business Day, no later than 3:00 p.m., New York City time, on such Business Day, or (ii) otherwise, noon, New York City time, on the Business Day immediately following the day requested that the Seller receives such notice (each such date for reimbursement, a “Reimbursement Date”) Funded Purchase in an amount equal to the amount so paid by the LC Bank. Upon its receipt of such notice, (i) the Seller will be deemed to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made on the applicable Reimbursement Date in an amount equal to such Reimbursement Obligation and (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will Bank be made by the Purchasers in each related 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(a1.1(c). In the event that the conditions precedent to 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(c). The proceeds of each such Funded Purchase shall be delivered directly to the Administrator to be immediately distributed by the Administrator to the LC Bank. (b) If any Funded Purchase described in the preceding clause (a) 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 delivering its Pro Rata Share of such Reimbursement Purchase 2:00 p.m., New York time on the applicable Drawing Date (or, in if notice of the case of a Defaulting PurchaserDrawing Date is not received by the Seller by 10:00 a.m., New York time on the Drawing Date, by 2:00 p.m., New York time on the Administrator using first Business Day after such notice is received by the Seller) in an amount equal to the positive difference between (x) the amount so paid by the LC Bank and not repaid in accordance with clause (a) above and (y) the amount of available funds on deposit in the LC Collateral Account, if available, . Available funds on deposit in the LC Collateral Account shall be applied by the Administrator to fund such Defaulting Purchaser’s Pro Rata Share of satisfy the Reimbursement Purchase) directly to the LC BankObligation in respect of such drawing or a portion thereof. In the event the Seller fails to so reimburse the LC Bank for the full amount of any drawing under any Letter of Credit by the applicable time, on the Reimbursement Date (including because the conditions precedent to a Reimbursement Purchase deemed to have been requested by the Seller pursuant to this Section 1.14(a) to reimburse the LC Bank shall not have been satisfied)when and as required hereunder, the LC Bank will promptly notify each LC Participant thereof. thereof whereupon (bi) Each each LC Participant shall, shall upon receipt of any such notice pursuant to Section 1.14(a), make available to the LC Bank an amount a participation advance in immediately available funds equal to its Pro Rata Share of the amount of the drawing (a “Participation Advance”), whereupon the LC Participants shall each be deemed to have made a Purchase in that amount. If any LC Participant so notified fails to make available to the LC Bank the amount of such LC Participant’s Pro Rata Share of such amount by no later than 2:00 p.m., p.m. (New York City time time) on the Reimbursement Drawing Date, then interest shall accrue on such LC Participant’s obligation to make such payment, from the Reimbursement Drawing Date to the date on which such LC Participant makes such payment (i) at a rate per annum equal to the Federal Funds Rate during the first three days following the Reimbursement Drawing Date and (ii) at a rate per annum equal to the rate applicable to Capital Base Rate on and after the fourth day following the Reimbursement Drawing Date. The LC Bank will promptly give notice to each LC Participant of the occurrence of the Drawing Date, but failure of the LC Bank to give any such notice on the Drawing Date or in sufficient time to enable any LC Participant to effect such payment on such date shall not relieve such LC Participant from its obligation under this clause (b). Each LC Participant’s Commitment shall continue until the last Final Payout 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: LC Bank. (Ac) Any notice given by the LC Bank ceases pursuant to this Section 1.18 may be obligated to issue oral if promptly confirmed in writing; provided that the lack of such a prompt written confirmation shall not affect the conclusiveness or cause to be issued Letters binding effect of Credit hereunder; (B) no Letter of Credit issued hereunder remains outstanding and uncancelled or (C) all Persons (other than the Seller) have been fully reimbursed for all payments made under or relating to Letters of Creditsuch oral notice.

Disbursements, Reimbursement. (a) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable LC Bank will promptly notify the Administrator Agent who will notify the Seller and each Purchaser Managing Agent of such request, and the applicable LC Bank will honor such drawing if and when required pursuant to the terms of the applicable Letter of Credit (the date on which an LC Bank honors a drawing on a Letter of Credit, the “Honor Date”). The Seller shall reimburse (such obligation to reimburse the LC Bank, the “LC Reimbursement Obligation”) the LC Bank (i) if the Seller shall have received notice of such drawing prior to 10:00 a.m., a.m. (New York City time, ) on any Business Day, by no later than 3:00 p.m., 2:00 p.m. (New York City time, ) on such Business Day, Day or (ii) otherwise, noon, by noon (New York City time, ) on the Business Day immediately following the day that the Seller receives such notice (each such date for reimbursement, a an “LC Reimbursement Date”) in an amount equal to the amount so paid by such LC Bank; provided, however, that recourse to the Seller for the LC BankReimbursement Obligation shall be limited to the Collateral and all of the other rights, interests and assets from time to time owned by the Seller (including all rights and interests of the Seller under or in connection with the Transaction Documents). For the avoidance of doubt, no Cardinal Entity (other than the Seller) or any other account party on a Letter of Credit (unless such account party is the Seller) shall have any obligation to reimburse the LC Bank or any other Person for a drawing under a Letter of Credit or shall otherwise be required to fund or perform the Reimbursement Obligation hereunder on behalf of the Seller or otherwise. (b) Upon its receipt of such noticea notice of a drawing under a Letter of Credit pursuant to clause (a) above, unless the Seller shall have already satisfied the Reimbursement Obligation from its own funds, (i) the Seller will be deemed (without further action or notice) to have requested that a an Incremental Purchase (each such Incremental Purchase, a an “LC Reimbursement Purchase”) be made on the applicable LC Reimbursement Date in an amount equal to such LC Reimbursement Obligation and Obligation, (ii) the Administrator Agent will notify the Purchaser Agents each Managing Agent of such requested LC Reimbursement PurchasePurchase and (iii) interest shall accrue and be owing by the Seller to the LC Bank on such amount so paid by such LC Bank between such Honor Date and the LC Reimbursement Date at a rate per annum equal to the Discount Rate at such time; provided, however, that recourse to the Seller for such interest payment obligations shall be limited to the Collateral and all of the other rights, interests and assets from time to time owned by the Seller (including all rights and interests of the Seller under or in connection with the Transaction Documents). Subject to satisfaction of the limitations conditions set forth in Section 1.1(a)) and Article VI, a Reimbursement Purchase will be made on the LC Reimbursement Date by the Purchasers in each related Purchaser Group (which may be Conduits and/or Financial Institutions, as determined in accordance with Section 1.1(a)) by delivering its their respective Pro Rata Share Shares of such LC Reimbursement Purchase (or, in the case of a Defaulting PurchaserFinancial Institution, by the Administrator Agent using funds in the LC Collateral Account, if available, to fund such Defaulting PurchaserFinancial Institution’s Pro Rata Share of the Reimbursement Purchase) directly to the applicable LC BankBank on behalf of the Seller in respect of the Seller’s LC Reimbursement Obligation. In the event the Seller fails to reimburse the an LC Bank is not reimbursed for the full amount of any drawing under any Letter of Credit by the applicable time, time on the any LC Reimbursement Date (including including, without limitation, because the conditions precedent to a an LC Reimbursement Purchase deemed to have been requested by the Seller pursuant to this Section 1.14(a) to reimburse the LC Bank shall are not have been satisfied), the such LC Bank will promptly notify the Agent who will promptly notify each LC Participant thereofFinancial Institution (or its Managing Agent) thereof (which notice may be delivered in writing, orally or by e-mail). (bc) Each LC Participant shall, upon Upon its (or its Managing Agent’s) receipt of any notice (including, without limitation, oral notice) pursuant to Section 1.14(a)1.8(b) that an LC Bank has not been reimbursed for the full amount of any drawing under any Letter of Credit by the applicable time on the applicable LC Reimbursement Date, each Financial Institution shall make available to the such LC Bank an amount in immediately available funds equal to its Pro Rata Share of the amount of the drawing (a an “LC Participation Advance”). For the avoidance of doubt, each Financial Institutions obligation under this clause (c) shall be binding upon such Financial Institution notwithstanding the limitation on recourse to the Seller set forth in Section 1.8(a). If any LC Participant Financial Institution so notified fails to make available to the applicable LC Bank the amount of such LC ParticipantFinancial Institution’s Pro Rata Share of such amount by no later than 2:00 p.m., 4:00 p.m. (New York City time time) on the LC Reimbursement Date, then interest shall accrue on such LC ParticipantFinancial Institution’s obligation to make such payment, from the LC Reimbursement Date to the date on which such LC Participant Financial Institution makes such payment (i) at a rate per annum equal to the Federal Funds Rate during the first three days following the LC Reimbursement Date and (ii) at a rate per annum equal to the rate applicable to Capital Prime Rate on and after the fourth day following the LC Reimbursement Date. Each LC ParticipantFinancial Institution’s Commitment to make LC Participation Advances to the XX Xxxxx in respect of participation interests acquired by it pursuant to Section 1.6(c) shall survive and continue (notwithstanding the occurrence of the Amortization Date or any other termination of the purchase facility evidenced by this Agreement) until the last to occur of any of the following events: (Ai) the applicable LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; , (Bii) no Letter of Credit issued hereunder remains outstanding and uncancelled un-cancelled or (Ciii) all Persons (other than the Seller) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable LC Bank will promptly notify the Administrator who will notify the Seller and Administrator, each Purchaser Agent and the Seller of such request, which notice may be made orally if promptly confirmed in writing. The Seller shall reimburse (such obligation to reimburse the applicable LC Bank, the “Reimbursement Obligation”) the applicable LC Bank (i) if the Seller shall have received notice of such drawing prior to 10:00 a.m., New York City time, on any Business Day, no later than 3:00 p.m., New York City time, on such Business Day, or (ii) otherwise, noon, New York City time, on the Business Day immediately following the day that the Seller receives such notice (each such date for reimbursement, a “Reimbursement Date”) in an amount equal to the amount so paid by the applicable LC Bank. Upon its receipt Any cash collateral held in the LC Collateral Account by or on behalf of an LC Bank in respect of a Letter of Credit shall be applied to discharge the Seller’s Reimbursement Obligation with respect thereto so long as, prior to the occurrence of a Termination Event, any remaining cash collateral with respect to that Letter of Credit equals or exceeds any undrawn amount under that Letter of Credit following such notice, (i) application. Any remaining portion of the Seller’s Reimbursement Obligation shall be funded by the Seller will be deemed to have requested that either from its own funds or from the proceeds of a Purchase (each such Purchase, a “Reimbursement Purchase”) be made on requested by the applicable Reimbursement Date in an amount equal to such Reimbursement Obligation Seller and (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of 1.2 (subject to all the conditions precedent for such Reimbursement Purchase (or, in the case of a Defaulting Purchaser, by the Administrator using funds in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share of the Reimbursement Purchase) directly to the LC BankPurchases hereunder). In the event If the Seller fails to reimburse the an LC Bank for the full amount of any drawing under any a Letter of Credit by the applicable time, on the Reimbursement Date (including because the conditions precedent to a Reimbursement Purchase deemed to have been requested by the Seller pursuant to this Section 1.14(a) to reimburse the LC Bank shall not have been satisfied), the LC Bank will promptly notify each LC Participant thereof. (b) Each LC Participant shall, upon receipt of any notice pursuant to Section 1.14(a), make available to the LC Bank an amount in immediately available funds equal to its Pro Rata Share of the amount of the drawing (a “Participation Advance”). If any LC Participant so notified fails to make available to the LC Bank the amount of such LC Participant’s Pro Rata Share of such amount by no later than 2:00 p.m., New York City time on the Reimbursement Date, then interest shall accrue on such LC Participant’s obligation to make Bank (or its Purchaser Agent) shall notify the Administrator and each other Purchaser Agent of such paymentfailure. For the avoidance of doubt, from the Reimbursement Date to the date on which such LC Participant makes such payment (i) at a rate per annum equal to the Federal Funds Rate during the first three days following the Reimbursement Date and (ii) at a rate per annum equal to the rate applicable to Capital on and after the fourth day following the Reimbursement Date. Each LC Participant’s Commitment shall continue until the last to occur of any of the following events: (A) the amount paid by an LC Bank ceases to be obligated to issue or cause to be issued Letters in satisfaction of Credit hereunder; (B) no a drawing under a Letter of Credit issued hereunder remains outstanding and uncancelled or (C) all Persons (other than the Seller) have been fully reimbursed shall constitute Capital of such LC Bank for all payments made under purposes hereof until such time as the Seller satisfies its Reimbursement Obligation with respect thereto or relating to Letters of Creditsuch Capital is repaid in accordance with Section 1.4.

Disbursements, Reimbursement. (a) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank will promptly notify the Administrator who will notify Administrative Agent and the Seller and each Purchaser Agent Borrower of such request. The Seller Borrower shall reimburse (such obligation to reimburse the LC Bank, the Bank shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank (i) if the Seller shall have received notice of such drawing prior to 10:00 a.m., noon (New York City time), on each date that an amount is paid by the LC Bank under any Business Day, no later than 3:00 p.m., New York City time, on such Business Day, or (ii) otherwise, noon, New York City time, on the Business Day immediately following the day that the Seller receives such notice Letter of Credit (each such date for reimbursementdate, a “Reimbursement Drawing Date”) in an amount equal to the amount so paid by the LC Bank. Upon The Borrower shall honor its receipt of such notice, (i) the Seller will be deemed to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made on the applicable Reimbursement Date in an amount equal to such Reimbursement Obligation and (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a)first, a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchaser, by the Administrator using from funds on deposit in the LC Collateral Account, if availableany, and, second, from its own funds. To the extent the Borrower has not reimbursed the LC Bank any Reimbursement Obligations by noon (New York City time) on the second Business Day occurring after the applicable Drawing Date, the Borrower shall be deemed to fund have automatically requested a Loan pursuant to Section 2.01 to be funded on the second Business Day occurring after the applicable Drawing Date by noon (New York City time) in an amount equal to the amount necessary to pay any Reimbursement Obligations owing to the LC Bank without (i) the need for the delivery of any Loan Request, (ii) giving effect to any notice requirements applicable to requests for Loans hereunder or (iii) giving effect to the requirement that such Defaulting Purchaser’s Pro Rata Share of Loan be made prior to the Termination Date. The Administrative Agent and the Lenders hereby waive any notice requirements set forth in Section 2.02 in connection with any such Loan that is automatically requested in order to pay any Reimbursement Purchase) directly Obligations owing to the LC Bank. In the event the Seller Borrower fails to reimburse the LC Bank for the full amount of any drawing under any Letter of Credit by the applicable noon (New York City time, ) on the Reimbursement Drawing Date (including because the conditions precedent to a Reimbursement Purchase deemed to have been Loan requested by the Seller Borrower pursuant to this Section 1.14(a2.01(a) to reimburse the LC Bank shall not have been satisfied), the LC Bank will promptly notify each LC Participant thereof. Any notice given by the LC Bank pursuant to this Section may be oral if promptly confirmed in writing; provided that the lack of such a prompt written confirmation shall not affect the conclusiveness or binding effect of such oral notice. (b) Each LC Participant shall, shall upon receipt of any notice pursuant to Section 1.14(a), clause (a) above make available to the LC Bank an amount in immediately available funds equal to its Pro Rata Share of the amount of the drawing (a “Participation Advance”), whereupon the LC Participants shall each be deemed to have made a Loan to the Borrower in that amount. If any LC Participant so notified fails to make available to the LC Bank the amount of such LC Participant’s Pro Rata Share of such amount by no later than 2:00 p.m., p.m. (New York City time time) on the Reimbursement Drawing Date, then interest shall accrue on such LC Participant’s obligation to make such payment, from the Reimbursement Drawing Date to the date on which such LC Participant makes such payment (i) at a rate per annum equal to the Federal Funds Rate during the first three days following the Reimbursement Drawing Date and (ii) at a rate per annum equal to the rate applicable to Capital Base Rate on and after the fourth day following the Reimbursement Drawing Date. The LC Bank will promptly give notice to each LC Participant of the occurrence of the Drawing Date, but failure of the LC Bank to give any such notice on the Drawing Date or in sufficient time to enable any LC Participant to effect such payment on such date shall not relieve such LC Participant from its obligation under this clause (b). Each LC Participant’s Commitment shall continue until the last to occur of any of the following events: (A1) the LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; , (B2) no Letter of Credit issued hereunder remains outstanding and uncancelled or (C3) all Persons (other than the Seller) Credit Parties have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank will promptly notify the Administrator who will notify Administrative Agent, each Related Committed Purchaser and the Seller and each Purchaser Agent of such request. The Provided that it shall have received such notice, the Seller shall reimburse (such obligation to reimburse the LC Bank, the “Reimbursement Obligation”) the LC Bank (i) if the Seller shall have received notice of such drawing at or prior to 10:00 11:00 a.m., New York City time, on any Business Day, no later than 3:00 p.m., New York City time, on such Business Day, or (ii) otherwise, noon, New York City time, on the Business Day immediately following the day date that the Seller receives such notice drawing occurs (each such date for reimbursementdate, a “Reimbursement Drawing Date”) in an amount equal to the amount so paid by the LC Bank. Upon its receipt Bank under such Letter of Credit in respect of such notice, drawing (i) such obligation to reimburse the LC Bank shall sometimes be referred to as a “Reimbursement Obligation”). The Seller shall be entitled to direct the Administrative Agent to apply any funds on deposit in the LC Collateral Account to satisfy its Reimbursement Obligation pursuant to this clause (a). The failure of the Seller to satisfy a Reimbursement Obligation at or prior to the time specified above shall not give rise to a Termination Event hereunder, provided, that in the event of such failure, the Seller shall have an absolute obligation, secured by all of the Pool Assets, to reimburse each Related Committed Purchaser that makes a Participation Advance to the LC Bank as set forth in clause (c) below. (b) In the event the Seller fails to satisfy any Reimbursement Obligation at or prior to 11:00 a.m., New York time, on the Drawing Date, the LC Bank promptly will notify each Purchaser thereof, and the Seller shall be deemed to have requested that a Reimbursement Purchase (each such Purchase, a “Reimbursement Purchase”) be made by the Conduit Purchaser or Related Committed Purchasers, as applicable, pursuant to Section 1.1(c), to be disbursed on the Drawing Date under such Letter of Credit, subject to the satisfaction of the applicable Reimbursement Date conditions set forth in Exhibit II. Any notice given by the LC Bank pursuant to this Section may be oral if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. Upon the receipt of any notice given pursuant to this clause (b), the Conduit Purchaser (or the Administrative Agent on its behalf) or the Related Committed Purchasers, as applicable, shall, upon satisfaction of the applicable conditions set forth in Exhibit II, make available to the LC Bank in immediately available funds an amount equal to such its Commitment Percentage of the amount of the unpaid Reimbursement Obligation and (ii) Obligation, whereupon the Administrator will notify the Conduit Purchaser Agents of such requested Reimbursement Purchase. Subject or Related Committed Purchasers, as applicable, shall be deemed to the limitations set forth in Section 1.1(a), have made a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(athat amount. (c) by delivering its Pro Rata Share of such Reimbursement Purchase (orIf, in the case of a Defaulting Purchaser, by the Administrator using funds in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share of the Reimbursement Purchase) directly to the LC Bank. In the event the Seller fails to reimburse the LC Bank for the full amount of any drawing under any Letter of Credit by the applicable time, on the Reimbursement Date (including because the conditions precedent to a for Purchases set forth in Exhibit II are not met or for any other reason, neither the Conduit Purchaser nor the Related Committed Purchasers make the Reimbursement Purchase deemed to have been requested by the Seller pursuant to this Section 1.14(a) to reimburse the LC Bank shall not have been satisfiedclause (b), the LC Bank will promptly notify each Related Committed Purchaser of such failure. Any notice given by the LC Participant thereof. (b) Each LC Participant shall, upon Bank pursuant to this Section may be oral if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. Upon the receipt of any notice given pursuant to Section 1.14(athis clause (c), each Related Committed Purchaser shall make an advance (a “Participation Advance”) in exchange for a participation interest in the related Letter of Credit by making available to the LC Bank an amount in immediately available funds equal to its Pro Rata Share of the amount of the drawing (a “Participation Advance”). If any LC Participant so notified fails to make available to the LC Bank Commitment Percentage multiplied by the amount of such LC Participantdrawing. Each Related Committed Purchaser’s Pro Rata Share of such amount by no later than 2:00 p.m., New York City time on the Reimbursement Date, then interest shall accrue on such LC Participant’s obligation Commitment to make such payment, from the Reimbursement Date to the date on which such LC Participant makes such payment (i) at a rate per annum equal to the Federal Funds Rate during the first three days following the Reimbursement Date and (ii) at a rate per annum equal to the rate applicable to Capital on and after the fourth day following the Reimbursement Date. Each LC Participant’s Commitment Participation Advances shall continue until the last to occur of any of the following events: (A) the LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (B) no Letter of Credit issued hereunder remains outstanding and uncancelled or uncancelled; and (C) all Persons (other than the Seller) have been fully reimbursed for all payments made under or relating to Letters of Credit. Upon the funding of a Participation Advance by any Related Committed Purchaser, the Seller shall have an obligation to reimburse the Related Committed Purchaser for the amount of such Advance, plus any accrued Discount as set forth herein, and the Seller’s obligation to reimburse the LC Bank shall be correspondingly reduced by the amount of such Participation Advance.

Disbursements, Reimbursement. (a) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank will promptly notify the Administrator who will notify Administrative Agent and the Seller and each Purchaser Agent Borrower of such request. The Seller Borrower shall reimburse (such obligation to reimburse the LC Bank, the Bank shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank (i) if the Seller shall have received notice of such drawing prior to 10:00 a.m., 5:00 p.m. (New York City time), on each date that an amount is paid by the LC Bank under any Business Day, no later than 3:00 p.m., New York City time, on such Business Day, or (ii) otherwise, noon, New York City time, on the Business Day immediately following the day that the Seller receives such notice Letter of Credit (each such date for reimbursementdate, a “Reimbursement Drawing Date”) in an amount equal to the amount so paid by the LC Bank. Upon its receipt of such notice, Such Reimbursement Obligation shall be satisfied by the Borrower (i) first, by the Seller will be deemed remittance by the Administrative Agent to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made the LC Bank of any available amounts then on deposit in the applicable Reimbursement Date in an amount equal to such Reimbursement Obligation LC Collateral Account and (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchasersecond, by the Administrator using funds in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share remittance by or on behalf of the Reimbursement Purchase) directly Borrower to the LC BankBank of any other funds of the Borrower then available for disbursement. In the event the Seller Borrower fails to reimburse the LC Bank for the full amount of any drawing under any Letter of Credit by the applicable 5:00 p.m. (New York City time, ) on the Reimbursement Drawing Date (including because the conditions precedent to a Reimbursement Purchase deemed to have been Loan requested by the Seller Borrower pursuant to this Section 1.14(a) to reimburse the LC Bank 2.01 shall not have been satisfied), the LC Bank will promptly notify each LC Participant thereof. Any notice given by the LC Bank pursuant to this Section may be oral if promptly confirmed in writing; provided that the lack of such a prompt written confirmation shall not affect the conclusiveness or binding effect of such oral notice. (b) Each LC Participant shall, shall upon receipt of any notice pursuant to Section 1.14(a), clause (a) above make available to the LC Bank an amount in immediately available funds equal to its Pro Rata Share of the amount of the drawing (a “Participation Advance”), whereupon the LC Participants shall each be deemed to have made a Loan to the Borrower in that amount. If any LC Participant so notified fails to make available to the LC Bank the amount of such LC Participant’s Pro Rata Share of such amount by no later than 2:00 p.m., p.m. (New York City time time) on the Reimbursement Drawing Date, then interest shall accrue on such LC Participant’s obligation to make such payment, from the Reimbursement Drawing Date to the date on which such LC Participant makes such payment (i) at a rate per annum equal to the Federal Funds Overnight Bank Funding Rate during the first three days following the Reimbursement Drawing Date and (ii) at a rate per annum equal to the rate applicable to Capital Base Rate on and after the fourth day following the Reimbursement Drawing Date. The LC Bank will promptly give notice to each LC Participant of the occurrence of the Drawing Date, but failure of the LC Bank to give any such notice on the Drawing Date or in sufficient time to enable any LC Participant to effect such payment on such date shall not relieve such LC Participant from its obligation under this clause (b). Each LC Participant’s Commitment shall continue until the last to occur of any of the following events: (A) the LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; , (B) no Letter of Credit issued hereunder remains outstanding and uncancelled or (C) all Persons (other than the Seller) Credit Parties have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank will promptly notify the Administrator who will notify the Seller and each Purchaser Agent Borrower of such requestdrawing. The Seller Each Borrower shall reimburse (such obligation to reimburse the LC Bank, the Bank shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank not later than (i) if the Seller such Borrower shall have received such notice of such drawing prior to 10:00 a.m., by 1:00 p.m. (New York City time) on the date of such drawing (each such date, on any Business Daya “Drawing Date”), no later than 3:00 p.m., 4:00 p.m. (New York City time, ) on such Business Day, or the Drawing Date and (ii) otherwise, noon, otherwise 12:00 noon (New York City time, ) on the Business Day immediately following the day that Drawing Date (the Seller receives date on which such notice (each such date for reimbursement, Borrower is obligated to perform a Reimbursement Obligation is referred to as a “Reimbursement Date”) in an amount equal to the amount so paid by the LC Bank. Upon its receipt of such notice, Such Reimbursement Obligation shall be satisfied by the Borrowers (i) first, by the Seller will be deemed remittance by the Administrator to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made on the applicable Reimbursement Date LC Bank of any available amounts denominated in an amount equal the same currency as the Letter of Credit relating to such Reimbursement Obligation and then on deposit in any LC Collateral Account, (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchasersecond, by the remittance by or on behalf of the Borrowers to the LC Bank of any other funds of the Borrowers then available for disbursement and (iii) third, by the remittance by the Administrator using funds to the LC Bank of any available amounts then on deposit in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share Account denominated in a currency other than the currency of the Letter of Credit relating to such Reimbursement Purchase) directly Obligation; provided that at the time of such remittance, such amounts shall be converted to the LC Bankcurrency of the Letter of Credit relating to such Reimbursement Obligation. In the event the Seller any Borrower fails to reimburse the LC Bank for the full amount of any drawing under any Letter of Credit by the applicable noon (New York City time, ) on the a Reimbursement Date (including because the conditions precedent to a Reimbursement Purchase deemed to have been Borrowing requested by the Seller any Borrower pursuant to this Section 1.14(a) to reimburse the LC Bank 1.2 shall not have been satisfied), the LC Bank will promptly notify each LC Participant thereof. Any notice given by the LC Bank pursuant to this Section 1.14 may be oral if immediately confirmed in writing; provided that the lack of such an immediate written confirmation shall not affect the conclusiveness or binding effect of such oral notice. (b) Each LC Participant shall, shall upon receipt of any notice pursuant to Section 1.14(a), paragraph (a) above make available to the LC Bank an amount in immediately available funds equal to its Pro Rata Ratable Share of the amount of the drawing (a “Participation Advance”), whereupon the LC Participants shall each be deemed to have made a Loan in that amount denominated in the same currency as the Letter of Credit relating to such Participation Amount. If any LC Participant so notified fails to make available to the LC Bank the amount of such LC Participant’s Pro Rata Ratable Share of such amount by no later than 2:00 p.m., p.m. (New York City time time) on the Reimbursement Date in the applicable currency (or, if such Reimbursement Date is the Drawing Date, 12:00 noon (New York City time) on the Business Day immediately following such Reimbursement Date) (the date on which an LC Participant is obligated to make available to the LC Bank the amount of such LC Participant’s Ratable Share is referred to as the “LC Participant Reimbursement Date”), then interest shall accrue on such LC Participant’s obligation to make such payment, from the LC Participant Reimbursement Date to the date on which such LC Participant makes such payment (i) during the first three (3) days following the LC Participant Reimbursement Date, at a rate per annum equal to (x) with respect to a Participation Advance denominated in U.S. Dollars, the Federal Funds Rate during the first three days following the Reimbursement Date and (y) with respect to a Participation Advance denominated in Canadian Dollars, CDOR and (ii) at a rate per annum equal to the rate applicable to Capital Base Rate on and after the fourth day following the LC Participant Reimbursement Date. The LC Bank will promptly give notice of the occurrence of the LC Participant Reimbursement Date, but failure of the LC Bank to give any such notice on the LC Participant Reimbursement Date or in sufficient time to enable any LC Participant to effect such payment on the LC Participant Reimbursement Date shall not relieve such LC Participant from its obligation under this paragraph (b), provided that such LC Participant shall not be obligated to pay interest as provided in clauses (i) and (ii) above until and commencing from the date of receipt of notice from the LC Bank or the Administrator of the occurrence of the LC Participant Reimbursement Date. Each LC Participant’s Commitment shall continue until the last to occur of any of the following events: (A) the LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; , (B) no Letter of Credit issued hereunder remains outstanding and uncancelled or (C) all Persons (other than the SellerBorrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank will promptly notify the Administrator who will notify Administrative Agent and the Seller and each Purchaser Agent of such request. The Seller shall reimburse (such obligation to reimburse the LC Bank, the Bank shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank (i) if the Seller shall have received notice of such drawing prior to 10:00 a.m., 2:00 p.m. (New York City time, on any Business Day, no later than 3:00 p.m., New York City time, on such Business Day, or (ii) otherwise, noon, New York City time), on the next Business Day immediately following each date that an amount is paid by the day that the Seller receives such notice LC Bank under any Letter of Credit (each such date for reimbursementdate, a “Reimbursement Drawing Date”) in an amount equal to the amount so paid by the LC Bank. Upon its receipt of such notice, Such Reimbursement Obligation shall be satisfied by the Seller (i) first, by the Seller will be deemed remittance by the Administrative Agent to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made the LC Bank of any available amounts then on deposit in the applicable Reimbursement Date in an amount equal to such Reimbursement Obligation LC Collateral Account and (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchasersecond, by the Administrator using funds in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share remittance by or on behalf of the Reimbursement Purchase) directly Seller to the LC BankBank of any other funds of the Seller then available for disbursement. In the event the Seller fails to reimburse the LC Bank for the full amount of any drawing under any Letter of Credit by the applicable 2:00 p.m. (New York City time, ) on the Reimbursement next Business Day following the Drawing Date (including including, if applicable, because the conditions precedent to a Reimbursement Purchase deemed to have been an Investment requested by the Seller pursuant to this Section 1.14(a) to reimburse the LC Bank 2.01 shall not have been satisfied), the LC Bank will promptly notify each Purchaser thereof. Any notice given by the LC Participant thereofBank pursuant to this Section may be oral if promptly confirmed in writing; provided that the lack of such a prompt written confirmation shall not affect the conclusiveness or binding effect of such oral notice. (b) Each LC Participant shall, Purchaser shall upon receipt of any notice pursuant to Section 1.14(a), clause (a) above make available to the LC Bank an amount in immediately available funds equal to its Pro Rata LC Share of the amount of the drawing (a “Participation Advance”), whereupon the Purchasers shall each be deemed to have made an Investment to the Seller in that amount. If any LC Participant Purchaser so notified fails to make available to the LC Bank the amount of such LC ParticipantPurchaser’s Pro Rata LC Share of such amount by no later than 2:00 p.m., p.m. (New York City time time) on the Reimbursement Drawing Date, then interest shall accrue on such LC ParticipantPurchaser’s obligation to make such payment, from the Reimbursement Drawing Date to the date on which such LC Participant Purchaser makes such payment (i) at a rate per annum equal to the Federal Funds Rate during the first three days following the Reimbursement Drawing Date and (ii) at a rate per annum equal to the rate applicable to Capital Base Rate on and after the fourth day following the Reimbursement Drawing Date. The LC Bank will promptly give notice to each Purchaser of the occurrence of the Drawing Date, but failure of the LC Bank to give any such notice on the Drawing Date or in sufficient time to enable any Purchaser to effect such payment on such date shall not relieve such Purchaser from its obligation under this clause (b). Each LC ParticipantPurchaser’s Commitment obligation to make Participation Advances shall continue until the last to occur of any of the following events: (A) the LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; , (B) no Letter of Credit issued hereunder remains outstanding and uncancelled or (C) all Persons (other than the Seller) Purchaser Parties have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank will promptly notify the Administrator who will notify Administrative Agent, the Seller Program Participants and each Purchaser Agent the Borrower of such request. The Seller Borrower shall reimburse (such obligation to reimburse the LC Bank, the Bank shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank (i) if the Seller shall have received notice of such drawing prior to 10:00 a.m., noon (New York City time), on each date that an amount is paid by the LC Bank under any Business Day, no later than 3:00 p.m., New York City time, on such Business Day, or (ii) otherwise, noon, New York City time, on the Business Day immediately following the day that the Seller receives such notice Letter of Credit (each such date for reimbursementdate, a “Reimbursement Drawing Date”) in an amount equal to the amount so paid by the LC Bank. Upon its receipt Bank if the Borrower shall have received notice of such payment prior to 10:00 a.m. (New York City time), on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then not later than noon (New York City time), on the Business Day immediately following the day that the Borrower receives such notice, (i) provided that failure to receive any such notice shall not affect the Seller will be deemed Borrower's obligation to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made on the applicable Reimbursement Date in an amount equal to such honor its Reimbursement Obligation on a timely basis and (ii) the Administrator will notify the Purchaser Agents of such requested pay any interest that accrues upon failure to do so. The Borrower shall honor its Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a)Obligation first, a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchaser, by the Administrator using from funds on deposit in the LC Collateral Account, if availableany, to fund such Defaulting Purchaser’s Pro Rata Share of the Reimbursement Purchase) directly to the LC Bankand, second, from its own funds. In the event the Seller fails to reimburse Any notice given by the LC Bank for the full amount of any drawing under any Letter of Credit by the applicable time, on the Reimbursement Date (including because the conditions precedent to a Reimbursement Purchase deemed to have been requested by the Seller pursuant to this Section 1.14(a) to reimburse may be oral if promptly confirmed in writing; provided that the LC Bank lack of such a prompt written confirmation shall not have been satisfied), affect the LC Bank will promptly notify each LC Participant thereofconclusiveness or binding effect of such oral notice. (b) If any Letters of Credit are outstanding and undrawn on the Termination Date, without limiting any rights or remedies contained in Section 10.01 or any other Transaction -30- Document, the LC Collateral Account shall be funded from Collections (or, in the Borrower’s sole discretion, by other funds available to the Borrower) in an amount equal to the aggregate undrawn face amount of such Letters of Credit plus all related fees to accrue through the stated expiration dates thereof (such fees to accrue, as reasonably estimated by the LC Bank, the “LC Fee Expectation”). (c) Immediately upon the issuance of each Letter of Credit, each Program Participant shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the LC Bank a participation in such Letter of Credit and each drawing thereunder in an amount equal to such Program Participant’s Ratable Share of the maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, respectively. Each LC Program Participant shall, shall upon receipt of any notice pursuant to Section 1.14(a), 3.04(a) above make available to the LC Bank an amount in immediately available funds equal to its Pro Rata Ratable Share of the amount of the applicable drawing under a Letter of Credit. Each Program Participant’s payment to the LC Bank pursuant to this Section 3.04 shall be deemed to be a payment in respect of its participation in such Letter of Credit (each, a “Participation Advance”). If any LC ) from such Program Participant so notified fails to make available to the LC Bank the amount in satisfaction of such LC Participant’s Pro Rata Share of such amount by no later than 2:00 p.m., New York City time on the Reimbursement Date, then interest shall accrue on such LC Participant’s its participation obligation to make such payment, from the Reimbursement Date to the date on which such LC Participant makes such payment (i) at a rate per annum equal to the Federal Funds Rate during the first three days following the Reimbursement Date and (ii) at a rate per annum equal to the rate applicable to Capital on and after the fourth day following the Reimbursement Date. Each LC Participant’s Commitment shall continue until the last to occur of any of the following events: (A) the LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (B) no Letter of Credit issued hereunder remains outstanding and uncancelled or (C) all Persons (other than the Seller) have been fully reimbursed for all payments made under or relating to Letters of Creditthis Section 3.04.

Disbursements, Reimbursement. (a) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable LC Bank will promptly notify the Administrator Agent who will notify the Seller Sellers and each Purchaser Managing Agent of such request, and the applicable LC Bank will honor such drawing if and when required pursuant to the terms of the applicable Letter of Credit (the date on which an LC Bank honors a drawing on a Letter of Credit, the “Honor Date”). The Seller Sellers shall reimburse (such obligation to reimburse the LC Bank, the “LC Reimbursement Obligation”) the LC Bank (i) if the Seller Sellers shall have received notice of such drawing prior to 10:00 a.m., a.m. (New York City time, ) on any Business Day, by no later than 3:00 p.m., 2:00 p.m. (New York City time, ) on such Business Day, Day or (ii) otherwise, noon, by noon (New York City time, ) on the Business Day immediately following the day that the Seller receives Sellers receive such notice (each such date for reimbursement, a an “LC Reimbursement Date”) in an amount equal to the amount so paid by such LC Bank; provided, however, that recourse to the Sellers for the LC BankReimbursement Obligation shall be limited to the Collateral and all of the other rights, interests and assets from time to time owned by the Sellers (including all rights and interests of the Sellers under or in connection with the Transaction Documents). For the avoidance of doubt, no Cardinal Entity (other than the Sellers) or any other account party on a Letter of Credit (unless such account party is a Seller) shall have any obligation to reimburse the LC Bank or any other Person for a drawing under a Letter of Credit or shall otherwise be required to fund or perform the LC Reimbursement Obligation hereunder on behalf of the Sellers or otherwise. (b) Upon its receipt of such noticea notice of a drawing under a Letter of Credit pursuant to clause (a) above, unless the Sellers shall have already satisfied the LC Reimbursement Obligation from its own funds, (i) the Seller Sellers will be deemed (without further action or notice) to have requested that a an Incremental Purchase (each such Incremental Purchase, a an “LC Reimbursement Purchase”) be made on the applicable LC Reimbursement Date in an amount equal to such LC Reimbursement Obligation and Obligation, (ii) the Administrator Agent will notify the Purchaser Agents each Managing Agent of such requested LC Reimbursement PurchasePurchase and (iii) interest shall accrue and be owing by the Sellers to the LC Bank on such amount so paid by such LC Bank between such Honor Date and the LC Reimbursement Date at a rate per annum equal to the Discount Rate at such time; provided, however, that recourse to the Sellers for such interest payment obligations shall be limited to the Collateral and all of the other rights, interests and assets from time to time owned by the Sellers (including all rights and interests of the Sellers under or in connection with the Transaction Documents). Subject to satisfaction of the limitations conditions set forth in Section 1.1(a)) and Article VI, a an LC Reimbursement Purchase will be made on the LC Reimbursement Date by the Purchasers in each related Purchaser Group (which may be Conduits and/or Financial Institutions, as determined in accordance with Section 1.1(a) by delivering its their respective Pro Rata Share Shares of such LC Reimbursement Purchase (or, in the case of a Defaulting PurchaserFinancial Institution, by the Administrator Agent using funds in the LC Collateral Account, if available, to fund such Defaulting PurchaserFinancial Institution’s Pro Rata Share of the LC Reimbursement Purchase) directly to the applicable LC BankBank on behalf of the Sellers in respect of the Sellers’ LC Reimbursement Obligation. In the event the Seller fails to reimburse the an LC Bank is not reimbursed for the full amount of any drawing under any Letter of Credit by the applicable time, time on the any LC Reimbursement Date (including including, without limitation, because the conditions precedent to a an LC Reimbursement Purchase deemed to have been requested by the Seller Sellers pursuant to this Section 1.14(a) to reimburse the LC Bank shall are not have been satisfied), the such LC Bank will promptly notify the Agent who will promptly notify each LC Participant thereofFinancial Institution (or its Managing Agent) thereof (which notice may be delivered in writing, orally or by e-mail). (bc) Each LC Participant shall, upon Upon its (or its Managing Agent’s) receipt of any notice (including, without limitation, oral notice) pursuant to Section 1.14(a)1.8(b) that an LC Bank has not been reimbursed for the full amount of any drawing under any Letter of Credit by the applicable time on the applicable LC Reimbursement Date, each Financial Institution shall make available to the such LC Bank an amount in immediately available funds equal to its Pro Rata Share of the amount of the drawing (a an “LC Participation Advance”). For the avoidance of doubt, each Financial Institutions obligation under this clause (c) shall be binding upon such Financial Institution notwithstanding the limitation on recourse to the Sellers set forth in Section 1.8(a). If any LC Participant Financial Institution so notified fails to make available to the applicable LC Bank the amount of such LC ParticipantFinancial Institution’s Pro Rata Share of such amount by no later than 2:00 p.m., 4:00 p.m. (New York City time time) on the LC Reimbursement Date, then interest shall accrue on such LC ParticipantFinancial Institution’s obligation to make such payment, from the LC Reimbursement Date to the date on which such LC Participant Financial Institution makes such payment (i) at a rate per annum equal to the Federal Funds Rate during the first three days following the LC Reimbursement Date and (ii) at a rate per annum equal to the rate applicable to Capital Prime Rate on and after the fourth day following the LC Reimbursement Date. Each LC ParticipantFinancial Institution’s Commitment to make LC Participation Advances to the XX Xxxxx in respect of participation interests acquired by it pursuant to Section 1.6(c) shall survive and continue (notwithstanding the occurrence of the Amortization Date or any other termination of the purchase facility evidenced by this Agreement) until the last to occur of any of the following events: (Ai) the applicable LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; , (Bii) no Letter of Credit issued hereunder remains outstanding and uncancelled un-cancelled or (Ciii) all Persons (other than the SellerSellers) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank will promptly notify the Administrator who will notify Administrative Agent and the Seller and each Purchaser Agent Borrower of such request. The Seller Borrower shall reimburse (such obligation to reimburse the LC Bank, the Bank shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank (i) if the Seller shall have received notice of such drawing prior to 10:00 a.m., noon (New York City time, on any Business Day, no later than 3:00 p.m., New York City time, on such Business Day, or (ii) otherwise, noon, New York City time), on the next Business Day immediately following each date that an amount is paid by the day that the Seller receives such notice LC Bank under any Letter of Credit (each such date for reimbursementdate, a “Reimbursement Drawing Date”) in an amount equal to the amount so paid by the LC Bank. Upon its receipt of such notice, Such Reimbursement Obligation shall be satisfied by the Borrower (i) first, by the Seller will be deemed remittance by the Administrative Agent to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made the LC Bank of any available amounts then on deposit in the applicable Reimbursement Date in an amount equal to such Reimbursement Obligation LC Collateral Account and (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchasersecond, by the Administrator using funds in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share remittance by or on behalf of the Reimbursement Purchase) directly Borrower to the LC BankBank of any other funds of the Borrower then available for disbursement. In the event the Seller Borrower fails to reimburse the LC Bank for the full amount of any drawing under any Letter of Credit by the applicable noon (New York City time, ) on the Reimbursement next Business Day following the Drawing Date (including because the conditions precedent to a Reimbursement Purchase deemed to have been Loan requested by the Seller Borrower pursuant to this Section 1.14(a) to reimburse the LC Bank 2.01 shall not have been satisfied), the LC Bank will promptly notify each Lender thereof. Any notice given by the LC Participant thereofBank pursuant to this Section may be oral if promptly confirmed in writing; provided that the lack of such a prompt written confirmation shall not affect the conclusiveness or binding effect of such oral notice. (b) Each LC Participant shall, Lender shall upon receipt of any notice pursuant to Section 1.14(a), clause (a) above make available to the LC Bank an amount in immediately available funds equal to its Pro Rata LC Share of the amount of the drawing (a “Participation Advance”), whereupon the Lenders shall each be deemed to have made a Loan to the Borrower in that amount. If any LC Participant Lender so notified fails to make available to the LC Bank the amount of such LC ParticipantLender’s Pro Rata LC Share of such amount by no later than 2:00 p.m., p.m. (New York City time time) on the Reimbursement Drawing Date, then interest shall accrue on such LC ParticipantLender’s obligation to make such payment, from the Reimbursement Drawing Date to the date on which such LC Participant Lender makes such payment (i) at a rate per annum equal to the Federal Funds FundsOvernight Bank Funding Rate during the first three days following the Reimbursement Drawing Date and (ii) at a rate per annum equal to the rate applicable to Capital Base Rate on and after the fourth day following the Reimbursement Drawing Date. The LC Bank will promptly give notice to each Lender of the occurrence of the Drawing Date, but failure of the LC Bank to give any such notice on the Drawing Date or in sufficient time to enable any Lender to effect such payment on such date shall not relieve such Lender from its obligation under this clause (b). Each LC ParticipantLender’s Commitment obligation to make Participation Advances shall continue until the last to occur of any of the following events: (A) the LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; , (B) no Letter of Credit issued hereunder remains outstanding and uncancelled or (C) all Persons (other than the Seller) Credit Parties have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank will promptly notify the Administrator who will notify and the Seller and each Purchaser Agent of such request. The Seller shall reimburse (such obligation to reimburse the LC Bank, the Bank shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank (i) if the Seller shall have received notice of such drawing in U.S. Dollars prior to 10:00 a.m., noon (New York City time), on each date that an amount is paid by the LC Bank under any Business Day, no later than 3:00 p.m., New York City time, on such Business Day, or (ii) otherwise, noon, New York City time, on the Business Day immediately following the day that the Seller receives such notice Letter of Credit (each such date for reimbursementdate, a “Reimbursement Drawing Date”) in an amount equal to the U.S. Dollar Equivalent (determined as of the applicable Drawing Date) of the amount so paid by the LC Bank. Upon its receipt of such notice, Such Reimbursement Obligation shall be satisfied by the Seller (i) first, by the Seller will be deemed remittance by the Administrator to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made on the applicable Reimbursement Date LC 745381243 05109795751949792 00000000 Bank of any available amounts denominated in an amount equal the same currency as the Letter of Credit relating to such Reimbursement Obligation and then on deposit in any LC Collateral Account, (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchasersecond, by the remittance by or on behalf of the Seller to the LC Bank of any other funds of the Seller then available for disbursement and (iii) third, by the remittance by the Administrator using funds to the LC Bank of any available amounts then on deposit in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share Account denominated in a currency other than the currency of the Letter of Credit relating to such Reimbursement Purchase) directly Obligation; provided, that at the time of such remittance, such amounts shall be converted to the LC Bankcurrency of the Letter of Credit relating to such Reimbursement Obligation. In the event the Seller fails to reimburse the LC Bank for the full U.S. Dollar Equivalent of the amount of any drawing under any Letter of Credit by the applicable noon (New York City time, ) on the Reimbursement Drawing Date (including because the conditions precedent to a Reimbursement Purchase deemed to have been an Investment requested by the Seller pursuant to this Section 1.14(a) to reimburse the LC Bank 1.2 shall not have been satisfied), the LC Bank will promptly notify each LC Participant thereof. Any notice given by the LC Bank pursuant to this Section may be oral if promptly confirmed in writing; provided that the lack of such a prompt written confirmation shall not affect the conclusiveness or binding effect of such oral notice. (b) Each LC Participant shall, shall upon receipt of any notice pursuant to Section 1.14(a), clause (a) above make available to the LC Bank an amount in U.S. Dollars in immediately available funds equal to its Pro Rata Share of the U.S. Dollar Equivalent (determined as of the applicable Drawing Date) of the amount of the drawing (a “Participation Advance”), whereupon the LC Participants shall each be deemed to have made an Investment in U.S. Dollars in that amount. If any LC Participant so notified fails to make available to the LC Bank the amount in U.S. Dollars of such LC Participant’s Pro Rata Share of such U.S. Dollar Equivalent amount by no later than 2:00 p.m., New York City time on the Reimbursement Drawing Date, then interest shall accrue on such LC Participant’s obligation to make such payment, from the Reimbursement Drawing Date to the date on which such LC Participant makes such payment (i) at a rate per annum equal to the Federal Funds Overnight Bank Funding Rate during the first three days following the Reimbursement Drawing Date and (ii) at a rate per annum equal to the rate applicable to Capital Base Rate on and after the fourth day following the Reimbursement Drawing Date. The LC Bank will promptly give notice of the occurrence of the Drawing Date, but failure of the LC Bank to give any such notice on the Drawing Date or in sufficient time to enable any LC Participant to effect such payment on such date shall not relieve such LC Participant from its obligation under this clause (b). Each LC Participant’s Commitment shall continue until the last to occur of any of the following events: (A) the LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (B) no Letter of Credit issued hereunder remains outstanding and uncancelled or (C) all Persons (other than the Seller) have been fully reimbursed for all payments made under or relating to Letters of Credit.. 745381243 05109795751949792 05109795

Disbursements, Reimbursement. (a) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank will promptly notify the Administrator who will notify Administrative Agent and the Seller and each Purchaser Agent Borrower of such request. The Seller Borrower shall reimburse (such obligation to reimburse the LC Bank, the Bank shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank (i) if the Seller shall have received notice of such drawing prior to 10:00 a.m., noon (New York City time), on each date that an amount is paid by the LC Bank under any Business Day, no later than 3:00 p.m., New York City time, on such Business Day, or (ii) otherwise, noon, New York City time, on the Business Day immediately following the day that the Seller receives such notice Letter of Credit (each such date for reimbursementdate, a “Reimbursement Drawing Date”) in an amount equal to the amount so paid by the LC Bank. Upon The Borrower shall honor its receipt of such notice, (i) the Seller will be deemed to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made on the applicable Reimbursement Date in an amount equal to such Reimbursement Obligation and (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a)first, a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchaser, by the Administrator using from funds on deposit in the LC Collateral Account, if availableany, and, second, from its own funds. To the extent the Borrower has not reimbursed the LC Bank any Reimbursement Obligations by noon (New York City time) on the second Business Day occurring after the applicable Drawing Date, the Borrower shall be deemed to fund have automatically requested a Loan pursuant to Section 2.01 to be funded on the second Business Day occurring after the applicable Drawing Date by noon (New York City time) in an amount equal to the amount necessary to pay any Reimbursement Obligations owing to the LC Bank without (i) the need for the delivery of any Loan Request, (ii) giving effect to any notice requirements applicable to requests for Loans hereunder or (iii) giving effect to the requirement that such Defaulting Purchaser’s Pro Rata Share of Loan be made prior to the Termination Date. The Administrative Agent and the Lenders hereby waive any notice requirements set forth in Section 2.02 in connection with any such Loan that is automatically requested in order to pay any Reimbursement Purchase) directly Obligations owing to the LC Bank. In the event the Seller Borrower fails to reimburse the LC Bank for the full amount of any drawing under any Letter of Credit by the applicable noon (New York City time, ) on the Reimbursement Drawing Date (including because the conditions precedent to a Reimbursement Purchase deemed to have been Loan requested by the Seller Borrower pursuant to this Section 1.14(a2.01(a) to reimburse the LC Bank shall not have been satisfied), the LC Bank will promptly notify each LC Participant thereof. Any notice given by the LC Bank pursuant to this Section may be oral if promptly confirmed in writing; provided that the lack of such a prompt written confirmation shall not affect the conclusiveness or binding effect of such oral notice. (b) Each LC Participant shall, shall upon receipt of any notice pursuant to Section 1.14(a), clause (a) above make available to the LC Bank an amount in immediately available funds equal to its Pro Rata Share of the amount of the drawing (a “Participation Advance”), whereupon the LC Participants shall each be deemed to have made a Loan to the Borrower in that amount. If any LC Participant so notified fails to make available to the LC Bank the amount of such LC Participant’s Pro Rata Share of such amount by no later than 2:00 p.m., p.m. (New York City time time) on the Reimbursement Drawing Date, then interest shall accrue on such LC Participant’s obligation to make such payment, from the Reimbursement Drawing Date to the date on which such LC Participant makes such payment (i) at a rate per annum equal to the Federal Funds Overnight Bank Funding Rate during the first three days following the Reimbursement Drawing Date and (ii) at a rate per annum equal to the rate applicable to Capital Base Rate on and after the fourth day following the Reimbursement Drawing Date. The LC Bank will promptly give notice to each LC Participant of the occurrence of the Drawing Date, but failure of the LC Bank to give any such notice on the Drawing Date or in sufficient time to enable any LC Participant to effect such payment on such date shall not relieve such LC Participant from its obligation under this clause (b). Each LC Participant’s Commitment shall continue until the last to occur of any of the following events: (A1) the LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; , (B2) no Letter of Credit issued hereunder remains outstanding and uncancelled or (C3) all Persons (other than the Seller) 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 LC Participant shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the LC Bank a participation in such Letter of Credit and each drawing thereunder in an amount equal to such LC Participant’s Pro Rata Share of the face amount of such 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 LC Bank will promptly notify the Administrator who will notify and the Seller and each Purchaser Agent of such request. The Provided that it shall have received such notice, the Seller shall reimburse (such obligation to reimburse the LC BankBank shall sometimes be referred to as a “Reimbursement Obligation” and the required date of reimbursement, the “Reimbursement ObligationDate”) the LC Bank (i) if the Seller shall have received notice of such drawing prior to 10:00 a.m., New York City time, on any Business Day, no later than 3:00 12:00 p.m., New York City time, time on such Business Day, or (ii) otherwise, noon, New York City time, on each date that an amount is paid by the Business Day immediately following the day that the Seller receives such notice LC Bank under any Letter of Credit (each such date for reimbursementdate, a “Reimbursement Drawing Date”) in an amount equal to the amount so paid by the LC Bank. Upon its receipt of such notice, Such Reimbursement Obligation shall be satisfied by the Seller (i) first, by the Seller will be deemed remittance by the Administrator to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made the LC Bank of any available amounts then on deposit in the applicable Reimbursement Date in an amount equal to such Reimbursement Obligation LC Collateral Account and (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchasersecond, by the Administrator using funds in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share remittance by or on behalf of the Reimbursement Purchase) directly Seller to the LC BankBank of any other funds of the Seller then available for disbursement. In the event the Seller fails to reimburse the LC Bank for the full amount of any drawing under any Letter of Credit by the applicable 12:00 p.m., New York time, on the Reimbursement Date (including because the conditions precedent to a Reimbursement Purchase deemed to have been requested by the Seller pursuant to this Section 1.14(a) to reimburse the LC Bank shall not have been satisfied)Date, the LC Bank will promptly notify each LC Participant thereof, and the Seller shall be deemed to have requested that an Investment be made by the Purchasers in the Purchaser Groups 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), subject to the amount of the unutilized portion of the Purchase Limit. Any notice given by the LC Bank pursuant to this Section may be oral if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such oral notice. (bc) Each LC Participant shall, shall upon receipt of any notice pursuant to Section 1.14(a), clause (b) above make available to the LC Bank an amount in immediately available funds equal to its Pro Rata Share of the amount of the drawing (a “Participation Advance”)drawing, whereupon the LC Participants shall each be deemed to have made an Investment in that amount. If any LC Participant so notified fails to make available to the LC Bank the amount of such LC Participant’s Pro Rata Share of such amount by no later than 2:00 p.m., New York City time on the Reimbursement Drawing Date, then interest shall accrue on such LC Participant’s obligation to make such payment, from the Reimbursement Drawing Date to the date on which such LC Participant makes such payment (i) at a rate per annum equal to the Federal Funds Rate during the first three days following the Reimbursement Drawing Date and (ii) at a rate per annum equal to the rate applicable to Capital on and after the fourth day following the Reimbursement Drawing Date. The LC Bank will promptly give notice of the occurrence of the Drawing Date, but failure of the LC Bank to give any such notice on the Drawing Date or in sufficient time to enable any LC Participant to effect such payment on such date shall not relieve such LC Participant from its obligation under this clause (c), provided that such LC Participant shall not be obligated to pay interest as provided in subclauses (i) and (ii) above until and commencing from the date of receipt of notice from the LC Bank or the Administrator of a drawing. Each LC Participant’s Commitment shall continue until the last to occur of any of the following events: (A) the LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (B) no Letter of Credit issued hereunder remains outstanding and uncancelled or (C) all Persons (other than the Seller) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank will promptly notify the Administrator who will notify the Seller and each Purchaser Agent Borrower of such requestdrawing. The Seller Each Borrower shall reimburse (such obligation to reimburse the LC Bank, the Bank shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank not later than (i) if the Seller such Borrower shall have received such notice of such drawing prior to 10:00 a.m., by 1:00 p.m. (New York City time) on the date of such drawing (each such date, on any Business Daya “Drawing Date”), no later than 3:00 p.m., 4:00 p.m. (New York City time, ) on such Business Day, or the Drawing Date and (ii) otherwise, noon, otherwise 12:00 noon (New York City time, ) on the Business Day immediately following the day that Drawing Date (the Seller receives date on which such notice (each such date for reimbursement, Borrower is obligated to perform a Reimbursement Obligation is referred to as a “Reimbursement Date”) in an amount equal to the amount so paid by the LC Bank. Upon its receipt of such notice, Such Reimbursement Obligation shall be satisfied by the Borrowers (i) first, by the Seller will be deemed remittance by the Administrator to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made on the applicable Reimbursement Date LC Bank of any available amounts denominated in an amount equal the same currency as the Letter of Credit relating to such Reimbursement Obligation and then on deposit in any LC Collateral Account, (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchasersecond, by the remittance by or on behalf of the Borrowers to the LC Bank of any other funds of the Borrowers then available for disbursement and (iii) third, by the remittance by the Administrator using funds to the LC Bank of any available amounts then on deposit in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share Account denominated in a currency other than the currency of the Letter of Credit relating to such Reimbursement Purchase) directly Obligation; provided that at the time of such remittance, such amounts shall be converted to the LC Bankcurrency of the Letter of Credit relating to such Reimbursement Obligation. In the event the Seller any Borrower fails to reimburse the LC Bank for the full amount of any drawing under any Letter of Credit by the applicable time, time on the a Reimbursement Date (including because the conditions precedent to a Reimbursement Purchase deemed to have been Borrowing requested by the Seller any Borrower pursuant to this Section 1.14(a) to reimburse the LC Bank 1.2 shall not have been satisfied), the LC Bank will promptly notify each LC Participant thereof. Any notice given by the LC Bank pursuant to this Section 1.14 may be oral if immediately confirmed in writing; provided that the lack of such an immediate written confirmation shall not affect the conclusiveness or binding effect of such oral notice. (b) Each LC Participant shall, shall upon receipt of any notice pursuant to Section 1.14(a), paragraph (a) above make available to the LC Bank an amount in immediately available funds equal to its Pro Rata Ratable Share of the amount of the drawing (a “Participation Advance”), whereupon the LC Participants shall each be deemed to have made a Loan in that amount denominated in the same currency as the Letter of Credit relating to such Participation Amount. If any LC Participant so notified fails to make available to the LC Bank the amount of such LC Participant’s Pro Rata Ratable Share of such amount by no later than 2:00 p.m., p.m. (New York City time time) on the Reimbursement Date in the applicable currency (or, if such Reimbursement Date is the Drawing Date, 12:00 noon (New York City time) on the Business Day immediately following such Reimbursement Date) (the date on which an LC Participant is obligated to make available to the LC Bank the amount of such LC Participant’s Ratable Share is referred to as the “LC Participant Reimbursement Date”), then interest shall accrue on such LC Participant’s obligation to make such payment, from the LC Participant Reimbursement Date to the date on which such LC Participant makes such payment (i) during the first three (3) days following the LC Participant Reimbursement Date, at a rate per annum equal to (x) with respect to a Participation Advance denominated in U.S. Dollars, the Federal Funds Overnight Bank Funding Rate during the first three days following the Reimbursement Date and (y) with respect to a Participation Advance denominated in Canadian Dollars, CDOR and (ii) at a rate per annum equal to the rate applicable to Capital Base Rate on and after the fourth day following the LC Participant Reimbursement Date. The LC Bank will promptly give notice of the occurrence of the LC Participant Reimbursement Date, but failure of the LC Bank to give any such notice on the LC Participant Reimbursement Date or in sufficient time to enable any LC Participant to effect such payment on the LC Participant Reimbursement Date shall not relieve such LC Participant from its obligation under this paragraph (b), provided that such LC Participant shall not be obligated to pay interest as provided in clauses (i) and (ii) above until and commencing from the date of receipt of notice from the LC Bank or the Administrator of the occurrence of the LC Participant Reimbursement Date. Each LC Participant’s Commitment shall continue until the last to occur of any of the following events: (A) the LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; , (B) no Letter of Credit issued hereunder remains outstanding and uncancelled or (C) all Persons (other than the SellerBorrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank will promptly notify the Administrator who will notify Administrative Agent and the Seller and each Purchaser Agent Borrower of such request. The Seller Borrower shall reimburse (such obligation to reimburse the LC Bank, the Bank shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank (i) if the Seller shall have received notice of such drawing prior to 10:00 a.m., noon (New York City time, on any Business Day, no later than 3:00 p.m., New York City time, on such Business Day, or (ii) otherwise, noon, New York City time), on the next Business Day immediately following each date that an amount is paid by the day that the Seller receives such notice LC Bank under any Letter of Credit (each such date for reimbursementdate, a “Reimbursement Drawing Date”) in an amount equal to the amount so paid by the LC Bank. Upon its receipt of such notice, Such Reimbursement Obligation shall be satisfied by the Borrower (i) first, by the Seller will be deemed remittance by the Administrative Agent to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made the LC Bank of any available amounts then on deposit in the applicable Reimbursement Date in an amount equal to such Reimbursement Obligation LC Collateral Account and (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchasersecond, by the Administrator using funds in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share remittance by or on behalf of the Reimbursement Purchase) directly Borrower to the LC BankBank of any other funds of the Borrower then available for disbursement. In the event the Seller Borrower fails to reimburse the LC Bank for the full amount of any drawing under any Letter of Credit by the applicable noon (New York City time, ) on the Reimbursement next Business Day following the Drawing Date (including because the conditions precedent to a Reimbursement Purchase deemed to have been Loan requested by the Seller Borrower pursuant to this Section 1.14(a) to reimburse the LC Bank 2.01 shall not have been satisfied), the LC Bank will promptly notify each Revolving A Lender thereof. Any notice given by the LC Participant thereofBank pursuant to this Section may be oral if promptly confirmed in writing; provided that the lack of such a prompt written confirmation shall not affect the conclusiveness or binding effect of such oral notice. (b) Each LC Participant shall, Revolving A Lender shall upon receipt of any notice pursuant to Section 1.14(a), clause (a) above make available to the LC Bank an amount in immediately available funds equal to its Pro Rata Share Percentage of the amount of the drawing (a “Revolving A Participation Advance”), whereupon the Revolving A Lenders shall each be deemed to have made a Revolving A Loan to the Borrower in that amount. If any LC Participant Revolving A Lender so notified fails to make available to the LC Bank the amount of such LC ParticipantRevolving A Lender’s Pro Rata Share Percentage of such amount by no later than 2:00 p.m., p.m. (New York City time time) on the Reimbursement Drawing Date, then interest shall accrue on such LC ParticipantRevolving A Lender’s obligation to make such payment, from the Reimbursement Drawing Date to the date on which such LC Participant Revolving A Lender makes such payment (i) at a rate per annum equal to the Federal Funds Rate during the first three days following the Reimbursement Drawing Date and (ii) at a rate per annum equal to the rate applicable to Capital Base Rate on and after the fourth day following the Reimbursement Drawing Date; provided that such interest shall in no way be deemed to form part of the Borrower Obligations under this Agreement. The LC Bank will promptly give notice to each Revolving A Lender of the occurrence of the Drawing Date, but failure of the LC Bank to give any such notice on the Drawing Date or in sufficient time to enable any Revolving A Lender to effect such payment on such date shall not relieve such Revolving A Lender from its obligation under this clause (b). Each LC ParticipantRevolving A Lender’s Commitment obligation to make Revolving A Participation Advances shall continue until the last to occur of any of the following events: (A) the LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; , (B) no Letter of Credit issued hereunder remains outstanding and uncancelled or (C) all Persons (other than the Seller) Credit Parties have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable LC Bank will promptly notify the Administrator Agent who will notify the Seller and each Purchaser Managing Agent of such request, and the applicable LC Bank will honor such drawing if and when required pursuant to the terms of the applicable Letter of Credit (the date on which an LC Bank honors a drawing on a Letter of Credit, the “Honor Date”). The Seller shall reimburse (such obligation to reimburse the LC Bank, the “LC Reimbursement Obligation”) the LC Bank (i) if the Seller shall have received notice of such drawing prior to 10:00 a.m., a.m. (New York City time, ) on any Business Day, by no later than 3:00 p.m., 2:00 p.m. (New York City time, ) on such Business Day, Day or (ii) otherwise, noon, by noon (New York City time, ) on the Business Day immediately following the day that the Seller receives such notice (each such date for reimbursement, a an “LC Reimbursement Date”) in an amount equal to the amount so paid by such LC Bank; provided, however, that recourse to the Seller for the LC BankReimbursement Obligation shall be limited to the Collateral and all of the other rights, interests and assets from time to time owned by the Seller (including all rights and interests of the Seller under or in connection with the Transaction Documents). For the avoidance of doubt, no Cardinal Entity (other than the Seller) or any other account party on a Letter of Credit (unless such account party is the Seller) shall have any obligation to reimburse the LC Bank or any other Person for a drawing under a Letter of Credit or shall otherwise be required to fund or perform the LC Reimbursement Obligation hereunder on behalf of the Seller or otherwise. (b) Upon its receipt of such noticea notice of a drawing under a Letter of Credit pursuant to clause (a) above, unless the Seller shall have already satisfied the LC Reimbursement Obligation from its own funds, (i) the Seller will be deemed (without further action or notice) to have requested that a an Incremental Purchase (each such Incremental Purchase, a an “LC Reimbursement Purchase”) be made on the applicable LC Reimbursement Date in an amount equal to such LC Reimbursement Obligation and Obligation, (ii) the Administrator Agent will notify the Purchaser Agents each Managing Agent of such requested LC Reimbursement PurchasePurchase and (iii) interest shall accrue and be owing by the Seller to the LC Bank on such amount so paid by such LC Bank between such Honor Date and the LC Reimbursement Date at a rate per annum equal to the Discount Rate at such time; provided, however, that recourse to the Seller for such interest payment obligations shall be limited to the Collateral and all of the other rights, interests and assets from time to time owned by the Seller (including all rights and interests of the Seller under or in connection with the Transaction Documents). Subject to satisfaction of the limitations conditions set forth in Section 1.1(a)) and Article VI, a aan LC Reimbursement Purchase will be made on the LC Reimbursement Date by the Purchasers in each related Purchaser Group (which may be Conduits and/or Financial Institutions, as determined in accordance with Section 1.1(a)) by delivering its their respective Pro Rata Share Shares of such LC Reimbursement Purchase (or, in the case of a Defaulting PurchaserFinancial Institution, by the Administrator Agent using funds in the LC Collateral Account, if available, to fund such Defaulting PurchaserFinancial Institution’s Pro Rata Share of the LC Reimbursement Purchase) directly to the applicable LC BankBank on behalf of the Seller in respect of the Seller’s LC Reimbursement Obligation. In the event the Seller fails to reimburse the an LC Bank is not reimbursed for the full amount of any drawing under any Letter of Credit by the applicable time, time on the any LC Reimbursement Date (including including, without limitation, because the conditions precedent to a an LC Reimbursement Purchase deemed to have been requested by the Seller pursuant to this Section 1.14(a) to reimburse the LC Bank shall are not have been satisfied), the such LC Bank will promptly notify the Agent who will promptly notify each LC Participant thereofFinancial Institution (or its Managing Agent) thereof (which notice may be delivered in writing, orally or by e-mail). (bc) Each LC Participant shall, upon Upon its (or its Managing Agent’s) receipt of any notice (including, without limitation, oral notice) pursuant to Section 1.14(a)1.8(b) that an LC Bank has not been reimbursed for the full amount of any drawing under any Letter of Credit by the applicable time on the applicable LC Reimbursement Date, each Financial Institution shall make available to the such LC Bank an amount in immediately available funds equal to its Pro Rata Share of the amount of the drawing (a an “LC Participation Advance”). For the avoidance of doubt, each Financial Institutions obligation under this clause (c) shall be binding upon such Financial Institution notwithstanding the limitation on recourse to the Seller set forth in Section 1.8(a). If any LC Participant Financial Institution so notified fails to make available to the applicable LC Bank the amount of such LC ParticipantFinancial Institution’s Pro Rata Share of such amount by no later than 2:00 p.m., 4:00 p.m. (New York City time time) on the LC Reimbursement Date, then interest shall accrue on such LC ParticipantFinancial Institution’s obligation to make such payment, from the LC Reimbursement Date to the date on which such LC Participant Financial Institution makes such payment (i) at a rate per annum equal to the Federal Funds Rate during the first three days following the LC Reimbursement Date and (ii) at a rate per annum equal to the rate applicable to Capital Prime Rate on and after the fourth day following the LC Reimbursement Date. Each LC ParticipantFinancial Institution’s Commitment to make LC Participation Advances to the XX Xxxxx in respect of participation interests acquired by it pursuant to Section 1.6(c) shall survive and continue (notwithstanding the occurrence of the Amortization Date or any other termination of the purchase facility evidenced by this Agreement) until the last to occur of any of the following events: (Ai) the applicable LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; , (Bii) no Letter of Credit issued hereunder remains outstanding and uncancelled un-cancelled or (Ciii) all Persons (other than the Seller) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank will promptly notify the Administrator who will notify Administrative Agent, the Seller Program ParticipantsLenders and each Purchaser Agent the Borrower of such request. The Seller Borrower shall reimburse (such obligation to reimburse the LC Bank, the Bank shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank (i) if the Seller shall have received notice of such drawing prior to 10:00 a.m., noon (New York City time), on each date that an amount is paid by the LC Bank under any Business Day, no later than 3:00 p.m., New York City time, on such Business Day, or (ii) otherwise, noon, New York City time, on the Business Day immediately following the day that the Seller receives such notice Letter of Credit (each such date for reimbursementdate, a “Reimbursement Drawing Date”) in an amount equal to the amount so paid by the LC Bank. Upon its receipt Bank if the Borrower shall have received notice of such noticepayment prior to 10:00 a.m. (New York City time), on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then not later than noon (iNew York City time), on the Business Day immediately (b) If any Letters of Credit are outstanding and undrawn on the Seller will Termination Date, without limiting any rights or remedies contained in Section 10.01 or any other Transaction Document, the LC Collateral Account shall be funded from Collections (or, in the Borrower’s sole discretion, by other funds available to the Borrower) in an amount equal to the aggregate undrawn face amount of such Letters of Credit plus all related fees to accrue through the stated expiration dates thereof (such fees to accrue, as reasonably estimated by the LC Bank, the “LC Fee Expectation”). (c) Immediately upon the issuance of each Letter of Credit, each Program ParticipantLender shall be deemed to have requested that to, and hereby irrevocably and unconditionally agrees to, purchase from the LC Bank a Purchase (participation in such Letter of Credit and each such Purchase, a “Reimbursement Purchase”) be made on the applicable Reimbursement Date drawing thereunder in an amount equal to such Reimbursement Obligation and (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchaser, by the Administrator using funds in the LC Collateral Account, if available, to fund such Defaulting PurchaserProgram ParticipantLender’s Pro Rata Ratable Share of the Reimbursement Purchase) directly maximum amount available to the LC Bank. In the event the Seller fails to reimburse the LC Bank for the full amount of any drawing be drawn under any such Letter of Credit by and the applicable timeamount of such drawing, on the Reimbursement Date (including because the conditions precedent to a Reimbursement Purchase deemed to have been requested by the Seller pursuant to this Section 1.14(a) to reimburse the LC Bank respectively. Each Program ParticipantLender shall not have been satisfied), the LC Bank will promptly notify each LC Participant thereof. (b) Each LC Participant shall, upon receipt of any notice pursuant to Section 1.14(a), 3.04(a) above make available to the LC Bank an amount in immediately available funds equal to its Pro Rata Ratable Share of the amount of the applicable drawing under a Letter of Credit. Each Program ParticipantLender’s payment to the LC Bank pursuant to this Section 3.04 shall be deemed to be a payment in respect of its participation in such Letter of Credit (each, a “Participation Advance”). If any LC Participant so notified fails to make available to the LC Bank the amount ) from such Program ParticipantLender in satisfaction of such LC Participant’s Pro Rata Share of such amount by no later than 2:00 p.m., New York City time on the Reimbursement Date, then interest shall accrue on such LC Participant’s its participation obligation to make such payment, from the Reimbursement Date to the date on which such LC Participant makes such payment (i) at a rate per annum equal to the Federal Funds Rate during the first three days following the Reimbursement Date and (ii) at a rate per annum equal to the rate applicable to Capital on and after the fourth day following the Reimbursement Date. Each LC Participant’s Commitment shall continue until the last to occur of any of the following events: (A) the LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (B) no Letter of Credit issued hereunder remains outstanding and uncancelled or (C) all Persons (other than the Seller) have been fully reimbursed for all payments made under or relating to Letters of Creditthis Section 3.04.

Disbursements, Reimbursement. (a) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank will promptly notify the Administrator who will notify and the Seller and each Purchaser Agent Borrower of such requestdrawing. The Seller Borrower shall reimburse (such obligation to reimburse the LC Bank, the Bank shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank not later than (i) if the Seller Borrower shall have received such notice of such drawing prior to 10:00 a.m., by 1:00 p.m. (New York City time) on the date of such drawing (each such date, on any Business Daya “Drawing Date”), no later than 3:00 p.m., 4:00 p.m. (New York City time, ) on such Business Day, or the Drawing Date and (ii) otherwise, noon, otherwise 12:00 noon (New York City time, ) on the Business Day immediately following the day that Drawing Date (the Seller receives such notice (each such date for reimbursement, on which the Borrower is obligated to perform a Reimbursement Obligation is referred to as a “Reimbursement Date”) in an amount equal to the amount so paid by the LC Bank. Upon its receipt of such notice, Such Reimbursement Obligation shall be satisfied by the Borrower (i) first, by the Seller will be deemed remittance by the Administrator to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made on the applicable Reimbursement Date LC Bank of any available amounts denominated in an amount equal the same currency as the Letter of Credit relating to such Reimbursement Obligation and then on deposit in any LC Collateral Account, (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchasersecond, by the remittance by or on behalf of the Borrower to the LC Bank of any other funds of the Borrower then available for disbursement and (iii) third, by the remittance by the Administrator using funds to the LC Bank of any available amounts then on deposit in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share Account denominated in a currency other than the currency of the Letter of Credit relating to such Reimbursement Purchase) directly Obligation; provided that at the time of such remittance, such amounts shall be converted to the LC Bankcurrency of the Letter of Credit relating to such Reimbursement Obligation. In the event the Seller Borrower fails to reimburse the LC Bank for the full amount of any drawing under any Letter of Credit by the applicable time, time on the a Reimbursement Date (including because the conditions precedent to a Reimbursement Purchase deemed to have been Borrowing requested by the Seller Borrower pursuant to this Section 1.14(a) to reimburse the LC Bank 1.2 shall not have been satisfied), the LC Bank will promptly notify each LC Participant thereof. Any notice given by the LC Bank pursuant to this Section 1.14 may be oral if immediately confirmed in writing; provided that the lack of such an immediate written confirmation shall not affect the conclusiveness or binding effect of such oral notice. (b) Each LC Participant shall, shall upon receipt of any notice pursuant to Section 1.14(a), paragraph (a) above make available to the LC Bank an amount in immediately available funds equal to its Pro Rata Ratable Share of the amount of the drawing (a “Participation Advance”), whereupon the LC Participants shall each be deemed to have made a Loan in that amount denominated in the same currency as the Letter of Credit relating to such Participation Amount. If any LC Participant so notified fails to make available to the LC Bank the amount of such LC Participant’s Pro Rata Ratable Share of such amount by no later than 2:00 p.m., p.m. (New York City time time) on the Reimbursement Date in the applicable currency (or, if such Reimbursement Date is the Drawing Date, 12:00 noon (New York City time) on the Business Day immediately following such Reimbursement Date) (the date on which an LC Participant is obligated to make available to the LC Bank the amount of such LC Participant’s Ratable Share is referred to as the “LC Participant Reimbursement Date”), then interest shall accrue on such LC Participant’s obligation to make such payment, from the LC Participant Reimbursement Date to the date on which such LC Participant makes such payment (i) during the first three (3) days following the LC Participant Reimbursement Date, at a rate per annum equal to the Federal Funds Overnight Bank Funding Rate during the first three days following the Reimbursement Date and (ii) at a rate per annum equal to the rate applicable to Capital Base Rate on and after the fourth day following the LC Participant Reimbursement Date. The LC Bank will promptly give notice of the occurrence of the LC Participant Reimbursement Date, but failure of the LC Bank to give any such notice on the LC Participant Reimbursement Date or in sufficient time to enable any LC Participant to effect such payment on the LC Participant Reimbursement Date shall not relieve such LC Participant from its obligation under this paragraph (b), provided that such LC Participant shall not be obligated to pay interest as provided in clauses (i) and (ii) above until and commencing from the date of receipt of notice from the LC Bank or the Administrator of the occurrence of the LC Participant Reimbursement Date. Each LC Participant’s Commitment shall continue until the last to occur of any of the following events: (A) the LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; , (B) no Letter of Credit issued hereunder remains outstanding and uncancelled or (C) all Persons (other than the SellerBorrower) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank will promptly notify the Administrator who will notify Administrative Agent and the Seller and each Purchaser Agent Borrower of such request. The Seller Borrower shall reimburse (such obligation to reimburse the LC Bank, the Bank shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank (i) if the Seller shall have received notice of such drawing prior to 10:00 a.m., 5:00 p.m. (New York City time), on each date that an amount is paid by the LC Bank under any Business Day, no later than 3:00 p.m., New York City time, on such Business Day, or (ii) otherwise, noon, New York City time, on the Business Day immediately following the day that the Seller receives such notice Letter of Credit (each such date for reimbursementdate, a “Reimbursement Drawing Date”) in an amount equal to the amount so paid by the LC Bank. Upon its receipt of such notice, Such Reimbursement Obligation shall be satisfied by the Borrower (i) first, by the Seller will be deemed remittance by the Administrative Agent to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made the LC Bank of any available amounts then on deposit in the applicable Reimbursement Date in an amount equal to such Reimbursement Obligation LC Collateral Account and (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchasersecond, by the Administrator using funds in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share remittance by or on behalf of the Reimbursement Purchase) directly Borrower to the LC BankBank of any other funds of the Borrower then available for disbursement. In the event the Seller Borrower fails to reimburse the LC Bank for the full amount of any drawing under any Letter of Credit by the applicable 5:00 p.m4:00 p.m. (New York City time, ) on the Reimbursement Drawing Date (including because the conditions precedent to a Reimbursement Purchase deemed to have been Loan requested by the Seller Borrower pursuant to this Section 1.14(a) to reimburse the LC Bank 2.01 shall not have been satisfied), the LC Bank will promptly notify each LC Participant thereof. Any notice given by the LC Bank pursuant to this Section may be oral if promptly confirmed in writing; provided that the lack of such a prompt written confirmation shall not affect the conclusiveness or binding effect of such oral notice. (b) Each LC Participant shall, shall upon receipt of any notice pursuant to Section 1.14(a), clause (a) above make available to the LC Bank an amount in immediately available funds equal to its Pro Rata Share of the amount of the drawing (a “Participation Advance”), whereupon the LC Participants shall each be deemed to have made a Loan to the Borrower in that amount. If any LC Participant so notified fails to make available to the LC Bank the amount of such LC Participant’s Pro Rata Share of such amount by no later than 2:00 p.m., p.m4:00 p.m. (New York City time time) on the Reimbursement Drawing Date, then interest shall accrue on such LC Participant’s obligation to make such payment, from the Reimbursement Drawing Date to the date on which such LC Participant makes such payment (i) at a rate per annum equal to the Federal Funds Overnight Bank Funding Rate during the first three days following the Reimbursement Drawing Date and (ii) at a rate per annum equal to the rate applicable to Capital Base Rate on and after the fourth day following the Reimbursement Drawing Date. The LC Bank will promptly give notice to each LC Participant of the occurrence of the Drawing Date, but failure of the LC Bank to give any such notice on the Drawing Date or in sufficient time to enable any LC Participant to effect such payment on such date shall not relieve such LC Participant from its obligation under this clause (b). Each LC Participant’s Commitment shall continue until the last to occur of any of the following events: (A) the LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; , (B) no Letter of Credit issued hereunder remains outstanding and uncancelled or (C) all Persons (other than the Seller) Credit Parties have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank will promptly notify the Administrator who will notify Administrative Agent and the Seller and each Purchaser Agent Borrower of such request. The Seller Borrower shall reimburse (such obligation to reimburse the LC Bank, the Bank shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank (i) if the Seller shall have received notice of such drawing prior to 10:00 a.m., 5:00 p.m. (New York City time), on each date that an amount is paid by the LC Bank under any Business Day, no later than 3:00 p.m., New York City time, on such Business Day, or (ii) otherwise, noon, New York City time, on the Business Day immediately following the day that the Seller receives such notice Letter of Credit (each such date for reimbursementdate, a “Reimbursement Drawing Date”) in an amount equal to the amount so paid by the LC Bank. Upon its receipt of such notice, Such Reimbursement Obligation shall be satisfied by the Borrower (i) first, by the Seller will be deemed remittance by the Administrative Agent to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made the LC Bank of any available amounts then on deposit in the applicable Reimbursement Date in an amount equal to such Reimbursement Obligation LC Collateral Account and (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchasersecond, by the Administrator using funds in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share remittance by or on behalf of the Reimbursement Purchase) directly Borrower to the LC BankBank of any other funds of the Borrower then available for disbursement. In the event the Seller Borrower fails to reimburse the LC Bank for the full amount of any drawing under any Letter of Credit by the applicable 5:00 p.m. (New York City time, ) on the Reimbursement Drawing Date (including because the conditions precedent to a Reimbursement Purchase deemed to have been Loan requested by the Seller Borrower pursuant to this Section 1.14(a) to reimburse the LC Bank 2.01 shall not have been satisfied), the LC Bank will promptly notify each LC Participant thereof. Any notice given by the LC Bank pursuant to this Section may be oral if promptly confirmed in writing; provided that the lack of such a prompt written confirmation shall not affect the conclusiveness or binding effect of such oral notice. (b) Each LC Participant shall, shall upon receipt of any notice pursuant to Section 1.14(a), clause (a) above make available to the LC Bank an amount in immediately available funds equal to its Pro Rata Share of the amount of the drawing (a “Participation Advance”), whereupon the LC Participants shall each be deemed to have made a Loan to the Borrower in that amount. If any LC Participant so notified fails to make available to the LC Bank the amount of such LC Participant’s Pro Rata Share of such amount by no later than 2:00 p.m., p.m. (New York City time time) on the Reimbursement Drawing Date, then interest shall accrue on such LC Participant’s obligation to make such payment, from the Reimbursement Drawing Date to the date on which such LC Participant makes such payment (i) at a rate per annum equal to the Federal Funds FundsOvernight Bank Funding Rate during the first three days following the Reimbursement Drawing Date and (ii) at a rate per annum equal to the rate applicable to Capital Base Rate on and after the fourth day following the Reimbursement Drawing Date. The LC Bank will promptly give notice to each LC Participant of the occurrence of the Drawing Date, but failure of the LC Bank to give any such notice on the Drawing Date or in sufficient time to enable any LC Participant to effect such payment on such date shall not relieve such LC Participant from its obligation under this clause (b). Each LC Participant’s Commitment shall continue until the last to occur of any of the following events: (A) the LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; , (B) no Letter of Credit issued hereunder remains outstanding and uncancelled or (C) all Persons (other than the Seller) Credit Parties have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank will promptly notify the Administrator who will notify the Seller and Administrator, each Purchaser Agent and the Seller of such request. The Seller shall reimburse (such obligation to reimburse the LC Bank, the Bank shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank (i) if the Seller shall have received notice of such drawing prior to 10:00 a.m., noon (New York City time), on any each day (or if such day is not a Business Day, no later than 3:00 p.m., New York City time, on such the next succeeding Business Day, or (ii) otherwise, noon, New York City time, on that an amount is paid by the Business Day immediately following the day that the Seller receives such notice LC Bank under any Letter of Credit (each such date for reimbursementdate, a “Reimbursement Drawing Date”) in an amount equal to the amount so paid by the LC Bank. Upon its receipt of such notice, (i) the Seller will be deemed to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made Available funds on the applicable Reimbursement Date in an amount equal to such Reimbursement Obligation and (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchaser, by the Administrator using funds deposit in the LC Collateral Account, if available, Account may be applied by the Administrator to fund such Defaulting Purchaser’s Pro Rata Share of satisfy the Reimbursement Purchase) directly to the LC BankObligation in respect of such drawing or a portion thereof. In the event the Seller fails to so reimburse the LC Bank for the full amount of any drawing under any Letter of Credit by the applicable noon (New York City time, ) on the Reimbursement Drawing Date (including because the conditions precedent to a Reimbursement Purchase deemed to have been requested by the Seller pursuant to this Section 1.14(a) to reimburse the LC Bank 1.2 shall not have been satisfied), the LC Bank will promptly notify each LC Participant thereof. Any notice given by the LC Bank pursuant to this Section 1.17 may be oral if promptly confirmed in writing; provided that the lack of such a prompt written confirmation shall not affect the conclusiveness or binding effect of such oral notice. (b) Each LC Participant shall, shall upon receipt of any notice pursuant to Section 1.14(a), clause (a) above make available to the LC Bank an amount in immediately available funds equal to its Pro Rata Share of the amount of the drawing (a “Participation Advance”), whereupon the LC Participants shall each be deemed to have made a Purchase in that amount. If any LC Participant so notified fails to make available to the LC Bank the amount of such LC Participant’s Pro Rata Share of such amount by no later than 2:00 p.m., p.m. (New York City time time) on the Reimbursement Drawing Date, then interest shall accrue on such LC Participant’s obligation to make such payment, from the Reimbursement Drawing Date to the date on which such LC Participant makes such payment (i) at a rate per annum equal to the Federal Funds Overnight Bank Funding Rate during the first three days following the Reimbursement Drawing Date and (ii) at a rate per annum equal to the rate applicable to Capital Base Rate on and after the fourth day following the Reimbursement Drawing Date. The LC Bank will promptly give notice to each LC Participant of the occurrence of the Drawing Date, but failure of the LC Bank to give any such notice on the Drawing Date or in sufficient time to enable any LC Participant to effect such payment on such date shall not relieve such LC Participant from its obligation under this clause (b). Each LC Participant’s Commitment shall continue until the last to occur of any of the following events: (A) the LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; , (B) no Letter of Credit issued hereunder remains outstanding and uncancelled or (C) all Persons (other than the Seller) Indemnified Parties have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) In the event of Upon any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the applicable LC Bank will promptly notify the Administrator who will notify related Funding Agent, the Collateral Agent and the Seller and each Purchaser Agent of such request. The If an LC Bank pays any amount under any Letter of Credit prior to 11:00 a.m. on any Drawing Date (as defined below), the Seller shall reimburse (such obligation to reimburse the each applicable LC Bank, the “Bank shall sometimes be referred to as a "Reimbursement Obligation”") the such LC Bank (i) if the Seller shall have received notice of such drawing prior to 10:00 a.m., New York City time, 2:00 p.m. on each date that an amount is paid by an LC Bank under any Business Day, no later than 3:00 p.m., New York City time, on such Business Day, or (ii) otherwise, noon, New York City time, on the Business Day immediately following the day that the Seller receives such notice Letter of Credit (each such date for reimbursementdate, a “Reimbursement "Drawing Date”") in an amount equal to the amount so paid by the an LC Bank. Upon its receipt (Any cash collateral held by or on behalf of an LC Bank in respect of a Letter of Credit shall be applied to discharge the Seller's Reimbursement Obligation with respect thereto so long as any remaining cash collateral with respect to that Letter of Credit equals or exceeds any undrawn amount under that Letter of Credit following such noticeapplication.) If an LC Bank pays any amount under any Letter of Credit on or after 11:00 a.m. on any Drawing Date, (i) the Seller will be deemed shall reimburse such LC Bank prior to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made 12:00 p.m. on the applicable Reimbursement next Business Day occurring after the Drawing Date in an amount equal to such Reimbursement Obligation and (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made amount so paid by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchaser, by the Administrator using funds in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share of the Reimbursement Purchase) directly to the an LC Bank. In the event If the Seller fails to reimburse the an LC Bank for the full amount of any drawing under any Letter of Credit by when due, the applicable time, on the Reimbursement Date (including because the conditions precedent to a Reimbursement Purchase Seller shall be deemed to have been requested that a Funded Purchase be made by a CP Conduit Purchaser or Committed Purchaser in such LC Bank's Purchaser Group to be disbursed on such date under such Letter of Credit, subject to the amount of the unutilized portion of the Commitment for such Purchaser Group; provided that if the amount so drawn under such Letter of Credit is less than $250,000 and cannot be funded by a CP Conduit Purchaser, the Seller shall be deemed to have requested that a Funded Purchase be made by a Committed Purchaser in such LC Bank's Purchaser Group, and for all purposes of this Agreement and each other Transaction Document, "Discount" with respect to such amount shall, notwithstanding anything to the contrary in this Agreement or in any other Transaction Document, be calculated at a rate equal to the Eurodollar Rate plus 0.50%, or if the Eurodollar Rate is unavailable, at the Base Rate until the conditions to fund at the Eurodollar Rate have been satisfied. Any notice given by an LC Bank pursuant to this Section 1.14(a) to reimburse may be oral if immediately confirmed in writing; provided that the LC Bank lack of such an immediate confirmation shall not have been satisfied), affect the LC Bank will promptly notify each LC Participant thereof. (b) Each LC Participant shall, upon receipt of any notice pursuant to Section 1.14(a), make available to the LC Bank an amount in immediately available funds equal to its Pro Rata Share of the amount of the drawing (a “Participation Advance”). If any LC Participant so notified fails to make available to the LC Bank the amount conclusiveness or binding effect of such LC Participant’s Pro Rata Share of such amount by no later than 2:00 p.m., New York City time on the Reimbursement Date, then interest shall accrue on such LC Participant’s obligation to make such payment, from the Reimbursement Date to the date on which such LC Participant makes such payment (i) at a rate per annum equal to the Federal Funds Rate during the first three days following the Reimbursement Date and (ii) at a rate per annum equal to the rate applicable to Capital on and after the fourth day following the Reimbursement Date. Each LC Participant’s Commitment shall continue until the last to occur of any of the following events: (A) the LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (B) no Letter of Credit issued hereunder remains outstanding and uncancelled or (C) all Persons (other than the Seller) have been fully reimbursed for all payments made under or relating to Letters of Creditnotice.

Disbursements, Reimbursement. (a) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank will promptly notify the Administrator who will notify Administrative Agent and the Seller and each Purchaser Agent Borrower of such request. The Seller Borrower shall reimburse (such obligation to reimburse the LC Bank, the Bank shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank (i) if the Seller shall have received notice of such drawing prior to 10:00 a.m., 2:00 p.m. (New York City time), on each date that an amount is paid by the LC Bank under any Business Day, no later than 3:00 p.m., New York City time, on such Business Day, or (ii) otherwise, noon, New York City time, on the Business Day immediately following the day that the Seller receives such notice Letter of Credit (each such date for reimbursementdate, a “Reimbursement Drawing Date”) in an amount equal to the amount so paid by the LC Bank. Upon its receipt of such notice, Such Reimbursement Obligation shall be satisfied by the Borrower (i) first, by the Seller will be deemed remittance by the Administrative Agent to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made the LC Bank of any available amounts then on deposit in the applicable Reimbursement Date in an amount equal to such Reimbursement Obligation LC Collateral Account and (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchasersecond, by the Administrator using funds in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share remittance by or on behalf of the Reimbursement Purchase) directly Borrower to the LC BankBank of any other funds of the Borrower then available for disbursement. In the event the Seller Borrower fails to reimburse the LC Bank for the full amount of any drawing under any Letter of Credit by the applicable 2:00 p.m. (New York City time, ) on the Reimbursement Drawing Date (including because the conditions precedent to a Reimbursement Purchase deemed to have been Loan requested by the Seller Borrower pursuant to this Section 1.14(a) to reimburse the LC Bank 2.01 shall not have been satisfied), the LC Bank will promptly notify each Lender thereof. Any notice given by the LC Participant thereofBank pursuant to this Section may be oral if promptly confirmed in writing; provided that the lack of such a prompt written confirmation shall not affect the conclusiveness or binding effect of such oral notice. (b) Each LC Participant shall, Lender shall upon receipt of any notice pursuant to Section 1.14(a), clause (a) above make available to the LC Bank an amount in immediately available funds equal to its Pro Rata LC Share of the amount of the drawing (a “Participation Advance”), whereupon the Lenders shall each be deemed to have made a Loan to the Borrower in that amount. If any LC Participant Lender so notified fails to make available to the LC Bank the amount of such LC ParticipantLender’s Pro Rata LC Share of such amount by no later than 2:00 p.m., 3:00 p.m. (New York City time time) on the Reimbursement Drawing Date, then interest shall accrue on such LC ParticipantLender’s obligation to make such payment, from the Reimbursement Drawing Date to the date on which such LC Participant Lender makes such payment (i) at a rate per annum equal to the Federal Funds Overnight Bank Funding Rate during the first three (3) days following the Reimbursement Drawing Date and (ii) at a rate per annum equal to the rate applicable to Capital Base Rate on and after the fourth day following the Reimbursement Drawing Date. The LC Bank will promptly give notice to each Lender of the occurrence of the Drawing Date, but failure of the LC Bank to give any such notice on the Drawing Date or in sufficient time to enable any Lender to effect such payment on such date shall not relieve such Lender from its obligation under this clause (b). Each LC ParticipantLender’s Commitment obligation to make Participation Advances shall continue until the last to occur of any of the following events: (A) the LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; , (B) no Letter of Credit issued hereunder remains outstanding and uncancelled or (C) all Persons (other than the Seller) Credit Parties have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank will promptly notify the Administrator who will notify the Seller and each Purchaser Agent Borrower of such requestdrawing. The Seller Each Borrower shall reimburse (such obligation to reimburse the LC Bank, the Bank shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank not later than (i) if the Seller such Borrower shall have received such notice of such drawing prior to 10:00 a.m., by 1:00 p.m. (New York City time) on the date of such drawing (each such date, on any Business Daya “Drawing Date”), no later than 3:00 p.m., 4:00 p.m. (New York City time, ) on such Business Day, or the Drawing Date and (ii) otherwise, noon, otherwise 12:00 noon (New York City time, ) on the Business Day immediately following the day that Drawing Date (the Seller receives date on which such notice (each such date for reimbursement, Borrower is obligated to perform a Reimbursement Obligation is referred to as a “Reimbursement Date”) in an amount equal to the amount so paid by the LC Bank. Upon its receipt of such notice, Such Reimbursement Obligation shall be satisfied by the Borrowers (i) first, by the Seller will be deemed remittance by the Administrator to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made on the applicable Reimbursement Date LC Bank of any available amounts denominated in an amount equal the same currency as the Letter of Credit relating to such Reimbursement Obligation and then on deposit in any LC Collateral Account, (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a), a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchasersecond, by the remittance by or on behalf of the Borrowers to the LC Bank of any other funds of the Borrowers then available for disbursement and (iii) third, by the remittance by the Administrator using funds to the LC Bank of any available amounts then on deposit in the LC Collateral Account, if available, to fund such Defaulting Purchaser’s Pro Rata Share Account denominated in a currency other than the currency of the Letter of Credit relating to such Reimbursement Purchase) directly Obligation; provided that at the time of such remittance, such amounts shall be converted to the LC Bankcurrency of the Letter of Credit relating to such Reimbursement Obligation. In the event the Seller any Borrower fails to reimburse the LC Bank for the full amount of any drawing under any Letter of Credit by the applicable noon (New York City time, ) on the a Reimbursement Date (including because the conditions precedent to a Reimbursement Purchase deemed to have been Borrowing requested by the Seller any Borrower pursuant to this Section 1.14(a) to reimburse the LC Bank 1.2 shall not have been satisfied), the LC Bank will promptly notify each LC Participant thereof. Any notice given by the LC Bank pursuant to this Section 1.14 may be oral if immediately confirmed in writing; provided that the lack of such an immediate written confirmation shall not affect the conclusiveness or binding effect of such oral notice. (b) Each LC Participant shall, shall upon receipt of any notice pursuant to Section 1.14(a), paragraph (a) above make available to the LC Bank an amount in immediately available funds equal to its Pro Rata Ratable Share of the amount of the drawing (a “Participation Advance”), whereupon the LC Participants shall each be deemed to have made a Loan in that amount denominated in the same currency as the Letter of Credit relating to such Participation Amount. If any LC Participant so notified fails to make available to the LC Bank the amount of such LC Participant’s Pro Rata Ratable Share of such amount by no later than 2:00 p.m., p.m. (New York City time time) on the Reimbursement Date in the applicable currency (or, if such Reimbursement Date is the Drawing Date, 12:00 noon (New York City time) on the Business Day immediately following such Reimbursement Date) (the date on which an LC Participant is obligated to make available to the LC Bank the amount of such LC Participant’s Ratable Share is referred to as the “LC Participant Reimbursement Date”), then interest shall accrue on such LC Participant’s obligation to make such payment, from the LC Participant Reimbursement Date to the date on which such LC Participant makes such payment (i) during the first three (3) days following the LC Participant Reimbursement Date, at a rate per annum equal to (x) with respect to a Participation Advance denominated in U.S. Dollars, the Federal Funds FundsOvernight Bank Funding Rate during the first three days following the Reimbursement Date and (y) with respect to a Participation Advance denominated in Canadian Dollars, CDOR and (ii) at a rate per annum equal to the rate applicable to Capital Base Rate on and after the fourth day following the LC Participant Reimbursement Date. The LC Bank will promptly give notice of the occurrence of the LC Participant Reimbursement Date, but failure of the LC Bank to give any such notice on the LC Participant Reimbursement Date or in sufficient time to enable any LC Participant to effect such payment on the LC Participant Reimbursement Date shall not relieve such LC Participant from its obligation under this paragraph (b), provided that such LC Participant shall not be obligated to pay interest as provided in clauses (i) and (ii) above until and commencing from the date of receipt of notice from the LC Bank or the Administrator of the occurrence of the LC Participant Reimbursement Date. Each LC Participant’s Commitment shall continue until the last to occur of any of the following events: (A) the LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; , (B) no Letter of Credit issued hereunder remains outstanding and uncancelled or (C) all Persons (other than the SellerBorrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank will promptly notify the Administrator who will notify Administrative Agent and the Seller and each Purchaser Agent Borrower of such request. The Seller Borrower shall reimburse (such obligation to reimburse the LC Bank, the Bank shall sometimes be referred to as a “Reimbursement Obligation”) the LC Bank (i) if the Seller shall have received notice of such drawing prior to 10:00 a.m., noon (New York City time), on each date that an amount is paid by the LC Bank under any Business Day, no later than 3:00 p.m., New York City time, on such Business Day, or (ii) otherwise, noon, New York City time, on the Business Day immediately following the day that the Seller receives such notice Letter of Credit (each such date for reimbursementdate, a “Reimbursement Drawing Date”) in an amount equal to the amount so paid by the LC Bank. Upon The Borrower shall honor its receipt of such notice, (i) the Seller will be deemed to have requested that a Purchase (each such Purchase, a “Reimbursement Purchase”) be made on the applicable Reimbursement Date in an amount equal to such Reimbursement Obligation and (ii) the Administrator will notify the Purchaser Agents of such requested Reimbursement Purchase. Subject to the limitations set forth in Section 1.1(a)first, a Reimbursement Purchase will be made by the Purchasers in each related Purchaser Group in accordance with Section 1.1(a) by delivering its Pro Rata Share of such Reimbursement Purchase (or, in the case of a Defaulting Purchaser, by the Administrator using from funds on deposit in the LC Collateral Account, if availableany, and, second, from its own funds. To the extent the Borrower has not reimbursed the LC Bank any Reimbursement Obligations by noon (New York City time) on the second Business Day occurring after the applicable Drawing Date, the Borrower shall be deemed to fund have automatically requested a Loan pursuant to Section 2.01 to be funded on the second Business Day occurring after the applicable Drawing Date by noon (New York City time) in an amount equal to the amount necessary to pay any Reimbursement Obligations owing to the LC Bank without (i) the need for the delivery of any Loan Request, (ii) giving effect to any notice requirements applicable to requests for Loans hereunder or (iii) giving effect to the requirement that such Defaulting Purchaser’s Pro Rata Share of Loan be made prior to the Termination Date. The Administrative Agent and the Lenders hereby waive any notice requirements set forth in Section 2.02 in connection with any such Loan that is automatically requested in order to pay any Reimbursement Purchase) directly Obligations owing to the LC Bank. In the event the Seller Borrower fails to reimburse the LC Bank for the full amount of any drawing under any Letter of Credit by the applicable noon (New York City time, ) on the Reimbursement Drawing Date (including because the conditions precedent to a Reimbursement Purchase deemed to have been Loan requested by the Seller Borrower pursuant to this Section 1.14(a2.01(a) to reimburse the LC Bank shall not have been satisfied), the LC Bank will promptly notify each LC Participant thereof. Any notice given by the LC Bank pursuant to this Section may be oral if promptly confirmed in writing; provided that the lack of such a prompt written confirmation shall not affect the conclusiveness or binding effect of such oral notice. (b) Each LC Participant shall, shall upon receipt of any notice pursuant to Section 1.14(a), clause (a) above make available to the LC Bank an amount in immediately available funds equal to its Pro Rata Share of the amount of the drawing (a “Participation Advance”), whereupon the LC Participants shall each be deemed to have made a Loan to the Borrower in that amount. If any LC Participant so notified fails to make available to the LC Bank the amount of such LC Participant’s Pro Rata Share of such amount by no later than 2:00 p.m., p.m. (New York City time time) on the Reimbursement Drawing Date, then interest shall accrue on such LC Participant’s obligation to make such payment, from the Reimbursement Drawing Date to the date on which such LC Participant makes such payment (i) at a rate per annum equal to the Federal Funds Overnight Bank Funding Rate during the first three days following the Reimbursement Drawing Date and (ii) at a rate per annum equal to the rate applicable to Capital Base Rate on and after the fourth day following the Reimbursement Drawing Date. The LC Bank will promptly give notice to each LC Participant of the occurrence of the Drawing Date, but failure of the LC Bank to give any such notice on the Drawing Date or in sufficient time to enable any LC Participant to effect such payment on such date shall not relieve such LC Participant from its obligation under this clause (b). Each LC Participant’s Commitment shall continue until the last to occur of any of the following events: (A1) the LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; , (B2) no Letter of Credit issued hereunder remains outstanding and uncancelled or (C3) all Persons (other than the Seller) Credit Parties have been fully reimbursed for all payments made under or relating to Letters of Credit.