Common use of Disbursements, Reimbursement Clause in Contracts

Disbursements, Reimbursement. (a) Immediately upon the issuance of each Letter of Credit, each Revolving Loan Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a participation in such Letter of Credit and each drawing thereunder in an amount equal to such Lender’s applicable Pro Rata Share (determined in accordance with paragraph (a) of the definition of “Pro Rata Share”) of the Maximum 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 L/C Issuer will promptly notify the Administrative Borrower. Provided that it shall have received such notice by 12:00 noon (New York City time) with respect to any Letter of Credit, the Borrowers shall reimburse (such obligation to reimburse the L/C Issuer together with any interest thereon pursuant to Section 2.04 shall be referred to as a “Reimbursement Obligation”) the L/C Issuer prior to 1:00 p.m. (New York City time) on such date that an amount is paid by the L/C Issuer under any Letter of Credit (each such date, a “Drawing Date”) in an amount and in the currency equal to the amount and currency so paid by the L/C Issuer. In the event the Borrowers fail to reimburse the L/C Issuer for the full amount of any drawing under any Letter of Credit by 1:00 p.m. (New York City time) with respect to any Letter of Credit on the Drawing Date, the Administrative Agent will promptly notify each Revolving Loan Lender thereof, and the Borrowers shall be deemed to have requested that a Revolving Loan that is a Reference Rate Loan be made by the Revolving Loan Lenders pursuant to Section 2.01(a)(i)(B) to be disbursed on the Drawing Date under such Letter of Credit. Any notice given by the Administrative Agent pursuant to this Section 3.04(b) 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. (c) Each Revolving Loan Lender shall upon any notice pursuant to Section 3.04(b) make available to the L/C Issuer an amount in immediately available funds equal to its applicable Pro Rata Share (determined in accordance with paragraph (a) of the definition of “Pro Rata Share”) of the amount of the drawing, whereupon the participating Lenders shall (subject to Section 3.04(d)) each be deemed to have made a Revolving Loan that is a Reference Rate Loan to the Borrowers in that amount. If any Revolving Loan Lender so notified fails to make available to the L/C Issuer the amount of such Lender’s applicable Pro Rata Share of such amount by no later than 2:00 p.m. (New York City time) with respect to any Letter of Credit on the Drawing Date, then (unless L/C Issuer and such Lender shall agree otherwise, each in their sole and absolute discretion) interest shall accrue on such Lender’s obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three days following the Drawing Date and (ii) at a rate per annum equal to the interest rate on Revolving Loans that are Reference Rate Loans on and after the fourth day following the Drawing Date. The Administrative Agent will promptly give notice of the occurrence of the Drawing Date, but failure of the Administrative Agent to give any such notice on the Drawing Date or in sufficient time to enable any Revolving Loan Lender to effect such payment on such date shall not relieve such Lender from its obligation under this Section 3.04(c), provided that such Lender shall not be obligated to pay interest as provided in Section 3.04(c) (i) and (ii) until and commencing from the date of receipt of notice from the Administrative Agent of a drawing. Each Revolving Loan Lender’s payment to the L/C Issuer pursuant to this Section 3.04(c) shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a “Participation Revolving Loan” from such Lender in satisfaction of its Participation Commitment under this Section 3.04. (d) With respect to any unreimbursed drawing that is not converted into a Revolving Loan to the Borrowers in whole or in part as contemplated by Section 3.04(b), because of the failure of Borrowers to satisfy the conditions set forth in Section 5.02 (other than any notice requirements) or for any other reason, the Borrowers shall be deemed to have incurred from the L/C Issuer a borrowing (each a “Letter of Credit Borrowing”) in the currency in which such Letter of Credit is denominated in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum equal to the interest rate on Revolving Loans that are Reference Rate Loans. (e) Each Lender’s Participation Commitment shall continue until the last to occur of any of the following events: (x) the L/C Issuer ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (y) no Letter of Credit issued or created hereunder remains outstanding and uncanceled and (z) all Persons (other than the Borrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) Immediately upon the issuance of each Letter of Credit, each Revolving Loan Lender LC Participant shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer LC Bank a participation in such Letter of Credit and each drawing thereunder in an amount equal to such LenderLC Participant’s applicable Pro Rata LC Share (determined in accordance with paragraph (a) of the definition of “Pro Rata Share”) of the Maximum Face Amount 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 L/C Issuer LC Bank will promptly notify the Administrative BorrowerAgent and the related Seller of such request. Provided that it shall have received such notice by 12:00 noon (New York City time) with respect to any Letter of Creditnotice, the Borrowers related Seller shall reimburse the LC Bank for the full amount of any such drawing (each such obligation to reimburse the L/C Issuer together with any interest thereon pursuant to Section 2.04 shall be referred to as obligation, a “Reimbursement Obligation”) the L/C Issuer prior to 1:00 (i) 3:00 p.m. (New York City time) on such each date that an amount is paid by the L/C Issuer LC Bank under any Letter of Credit (each such date, a “Drawing Date”), if Seller shall have received notice of such drawing prior to 12:00 noon (New York time) in an amount and in on such Drawing Date or (ii) 12:00 noon (New York time) on the currency equal to Business Day immediately following the amount and currency so paid by Drawing Date (or the L/C Issuerdate on which Seller shall have received such notice), if Seller shall have received notice of such drawing after 12:00 noon (New York time) on the Drawing Date (or such other date). In the event the Borrowers fail related Seller fails to reimburse the L/C Issuer LC Bank for the full amount of any drawing under any Letter of Credit as and when required in accordance with the foregoing sentence (including because the conditions precedent to a purchase deemed to have been requested by 1:00 p.m. (New York City timesuch Seller pursuant to Section 1.1(d) with respect to any Letter of Credit on reimburse the Drawing DateLC Bank shall not have been satisfied), the Administrative Agent LC Bank will promptly notify each Revolving Loan Lender LC Participant thereof, and the Borrowers shall be deemed to have requested that a Revolving Loan that is a Reference Rate Loan be made by the Revolving Loan Lenders pursuant to Section 2.01(a)(i)(B) to be disbursed on the Drawing Date under such Letter of Credit. Any notice given by the Administrative Agent LC Bank pursuant to this Section 3.04(b) 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. (c) Each Revolving Loan Lender LC Participant shall upon any notice pursuant to Section 3.04(b1.9(b) above make available to the L/C Issuer LC Bank an amount in immediately available funds equal to its applicable Pro Rata LC Share (determined in accordance with paragraph (a) of the definition of “Pro Rata Share”) of the amount of the drawingdrawing (a “Participation Advance”), whereupon the participating Lenders LC Participants shall (subject to Section 3.04(d)) each be deemed to have made a Revolving Loan that is a Reference Rate Loan to the Borrowers purchased additional Purchaser Interests in that amount. If any Revolving Loan Lender LC Participant so notified fails to make available to the L/C Issuer LC Bank the amount of such LenderLC Participant’s applicable Pro Rata LC Share of such amount by no later than 2:00 p.m. (New York City time) with respect to any Letter of Credit on the Drawing Date, then (unless L/C Issuer and such Lender shall agree otherwise, each in their sole and absolute discretion) interest shall accrue on such LenderLC Participant’s obligation to make such payment, from the Drawing Date to the date on which such Lender LC Participant makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three days following the Drawing Date and (ii) at a rate per annum equal to the interest rate on Revolving Loans that are Reference Rate Loans applicable to Capital on and after the fourth day following the Drawing Date. The Administrative Agent LC Bank will promptly give notice of the occurrence of the Drawing Date, but failure of the Administrative Agent LC Bank to give any such notice on the Drawing Date or in sufficient time to enable any Revolving Loan Lender LC Participant to effect such payment on such date shall not relieve such Lender LC Participant from its obligation under this Section 3.04(c1.9(c), provided that such Lender LC Participant shall not be obligated to pay interest as provided in Section 3.04(c) subclauses (i) and (ii) above until and commencing from the date of receipt of notice from the Administrative LC Bank or the Agent of a drawing. Each Revolving Loan LenderLC Participant’s payment Commitment to the L/C Issuer pursuant to this Section 3.04(c) shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a “make Participation Revolving Loan” from such Lender in satisfaction of its Participation Commitment under this Section 3.04. (d) With respect to any unreimbursed drawing that is not converted into a Revolving Loan to the Borrowers in whole or in part as contemplated by Section 3.04(b), because of the failure of Borrowers to satisfy the conditions set forth in Section 5.02 (other than any notice requirements) or for any other reason, the Borrowers shall be deemed to have incurred from the L/C Issuer a borrowing (each a “Letter of Credit Borrowing”) in the currency in which such Letter of Credit is denominated in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum equal to the interest rate on Revolving Loans that are Reference Rate Loans. (e) Each Lender’s Participation Commitment Advances shall continue until terminated in accordance with Section 4.6 or the last to occur of any of the following events: (xA) the L/C Issuer LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (yB) no Letter of Credit issued or created hereunder remains outstanding and uncanceled and uncancelled or (zC) all Persons (other than the Borrowersa Seller) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) Immediately upon the issuance of each Letter of Credit, each Revolving Loan Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer Administrative Agent a participation in such Letter of Credit and each drawing thereunder in an amount equal to such Lender’s applicable 's Pro Rata Share (determined in accordance with paragraph (a) of the definition of “"Pro Rata Share”") of the Maximum 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 L/C Issuer Administrative Agent will promptly notify the Administrative Borrower. Provided that it the Borrower shall have received such notice by 12:00 noon Noon (New York City time) with respect to any Letter of Credit), the Borrowers Borrower shall reimburse (such obligation to reimburse the L/C Issuer Administrative Agent or any Lender together with any interest thereon pursuant to Section 2.04 shall sometimes be referred to as a “"Reimbursement Obligation”") the L/C Issuer Administrative Agent and the Revolving Loan Lenders prior to 1:00 p.m. (New York City time) on such date that an amount is paid by the L/C Issuer Administrative Agent and the Revolving Loan Lenders under any Letter of Credit (each such date, a “"Drawing Date”") in an amount and in the currency equal to the amount and currency so paid by the L/C IssuerAdministrative Agent. In the event the Borrowers fail Borrower fails to reimburse the L/C Issuer Administrative Agent for the full amount of any drawing under any Letter of Credit by 1:00 p.m. (New York City time) with respect to any Letter of Credit ), on the Drawing Date, the Administrative Agent will promptly notify each Revolving Loan Lender thereof, and the Borrowers Borrower shall be deemed to have requested that a Revolving Loan that is a Reference Rate Loan be made by the Revolving Loan Lenders pursuant to Section 2.01(a)(i)(B) to be disbursed on the Drawing Date under such Letter of Credit, pursuant to Section 2.01(a)(i) and subject to Sections 5.01 and 5.02 hereof. Any notice given by the Administrative Agent pursuant to this Section 3.04(b) 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. (c) Each Revolving Loan Lender shall upon any notice pursuant to Section 3.04(b) make available to the L/C Issuer Administrative Agent an amount in immediately available funds equal to its applicable Pro Rata Share (determined in accordance with paragraph (a) of the definition of “Pro Rata Share”) of the amount of the drawing, whereupon the participating Lenders shall (subject to Section 3.04(d)) each be deemed to have made a Revolving Loan that is a Reference Rate Loan to the Borrowers Borrower in that amount. If any Revolving Loan Lender so notified fails to make available to the L/C Issuer Administrative Agent the amount of such Lender’s applicable 's Pro Rata Share of such amount by no later than 2:00 p.m. (New York City time) with respect to any Letter of Credit on the Drawing Date, then (unless L/C Issuer and such Lender shall agree otherwise, each in their sole and absolute discretion) interest shall accrue on such Lender’s 's obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three days following the Drawing Date and (ii) at a rate per annum equal to the interest rate on Revolving Loans that are Reference Rate Loans on and after the fourth day following the Drawing Date. The Administrative Agent will promptly give notice of the occurrence of the Drawing Date, but failure of the Administrative Agent to give any such notice on the Drawing Date or in sufficient time to enable any Revolving Loan Lender to effect such payment on such date shall not relieve such Lender from its obligation under this Section 3.04(c), provided that such Lender shall not be obligated to pay interest as provided in Section 3.04(c) (i) and (ii) until and commencing from the date of receipt of notice from the Administrative Agent of a drawing. Each Revolving Loan Lender’s 's payment to the L/C Issuer Administrative Agent pursuant to this Section 3.04(c) shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a “"Participation Revolving Loan” " from such Lender in satisfaction of its Participation Commitment under this Section 3.04. (d) With respect to any unreimbursed drawing that is not converted into a Revolving Loan to the Borrowers Borrower in whole or in part as contemplated by Section 3.04(b), because of the Borrower's failure of Borrowers to satisfy the conditions set forth in Section 5.02 (other than any notice requirements) or for any other reason, the Borrowers Borrower shall be deemed to have incurred from the L/C Issuer Administrative Agent a borrowing (each a “"Letter of Credit Borrowing”") in the currency in which such Letter of Credit is denominated in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum equal to the interest rate on Revolving Loans that are Reference Rate Loans. (e) Each Lender’s 's Participation Commitment shall continue until the last to occur of any of the following events: (xi) the L/C Issuer Administrative Agent ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (yii) no Letter of Credit issued or created hereunder remains outstanding and uncanceled and (ziii) all Persons (other than the BorrowersBorrower) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) Immediately upon the issuance of each Letter of Credit, each Revolving Loan Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a participation in such Letter of Credit and each drawing thereunder in an amount equal to such Lender’s applicable Pro Rata Ratable Share (determined in accordance with paragraph (a) of the definition of “Pro Rata Ratable Share”) of the Maximum Face Amount of such Letter of Credit and the amount of such drawing, respectively, in each case in the currency in which each Letter of Credit is issued. (b) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the L/C Issuer will promptly notify the Administrative Borrower. Provided that it shall have received such notice by 12:00 noon (New York City time) with respect to any Letter of Credit, the Borrowers shall reimburse (such obligation to reimburse the L/C Issuer together with any interest thereon pursuant to Section 2.04 2.09 [Interest Rate Options] shall be referred to as a “Reimbursement Obligation”) the L/C Issuer prior to 1:00 p.m. (New York City time) on such date that an amount is paid by the L/C Issuer under any Letter of Credit (each such date, a “Drawing Date”) in an amount and in the currency equal to the amount and currency so paid by the L/C Issuer. In the event the Borrowers fail to reimburse the L/C Issuer for the full amount of any drawing under any Letter of Credit by 1:00 p.m. (New York City time) with respect to any Letter of Credit on the Drawing Date, the Administrative Agent will promptly notify each Revolving Loan Lender thereof, and the Borrowers shall be deemed to have requested that a Revolving Credit Loan that is a Reference Base Rate Loan in U.S. Dollars (and, if the Letter of Credit was denominated in another currency, in the Dollar Equivalent amount to the amount paid by the Issuing Lender in such other currency on the Drawing Date thereof) be made by the Revolving Loan Lenders pursuant to Section 2.01(a)(i)(B) 2.01 [Revolving Credit Loans] to be disbursed on the Drawing Date under such Letter of Credit. Any notice given by the Administrative Agent pursuant to this Section 3.04(b) [Disbursements; Reimbursements] 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. (c) Each Revolving Loan Lender shall upon any notice pursuant to Section 3.04(b) [Disbursements; Reimbursements] make available to the L/C Issuer an amount in Dollars in immediately available funds equal to its applicable Pro Rata Ratable Share (determined in accordance with paragraph (a) of the definition of “Pro Rata Ratable Share”) of the amount of the drawingdrawing (and, if the Letter of Credit was denominated in another currency, in the Dollar Equivalent amount to the amount paid by the Issuing Lender in such other currency on the Drawing Date thereof), whereupon the participating Lenders shall (subject to Section 3.04(d)) [Disbursements; Reimbursements]) each be deemed to have made a Revolving Credit Loan that is a Reference Base Rate Loan to the Borrowers in that amount. If any Revolving Loan Lender so notified fails to make available to the L/C Issuer the amount in Dollars of such Lender’s applicable Pro Rata Ratable Share of such amount by no later than 2:00 p.m. (New York City time) with respect to any Letter of Credit on the Drawing Date, then (unless L/C Issuer and such Lender shall agree otherwise, each in their sole and absolute discretion) interest shall accrue on such Lender’s obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three days following the Drawing Date and (ii) at a rate per annum equal to the interest rate on Revolving Credit Loans that are Reference Base Rate Loans on and after the fourth day following the Drawing Date. The Administrative Agent will promptly give notice of the occurrence of the Drawing Date, but failure of the Administrative Agent to give any such notice on the Drawing Date or in sufficient time to enable any Revolving Loan Lender to effect such payment on such date shall not relieve such Lender from its obligation under this Section 3.04(c)) [Disbursements; Reimbursements], provided that such Lender shall not be obligated to pay interest as provided in Section 3.04(c) (i) and (ii) until and commencing from the date of receipt of notice from the Administrative Agent of a drawing. Each Revolving Loan Lender’s payment to the L/C Issuer pursuant to this Section 3.04(c) shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a “Participation Revolving Loan” from such Lender in satisfaction of its Participation Commitment under this Section 3.04. (d) With respect to any unreimbursed drawing that is not converted into a Revolving Credit Loan to the Borrowers in whole or in part as contemplated by Section 3.04(b), because of the failure of Borrowers to satisfy the conditions set forth in Section 5.02 [Conditions Precedent to All Loans and Letters of Credit] (other than any notice requirements) or for any other reason, the Borrowers shall be deemed to have incurred from the L/C Issuer a borrowing (each a “Letter of Credit Borrowing”) in the currency in which such Letter of Credit is denominated Dollars in the amount of such drawingdrawing (and, if the Letter of Credit was denominated in another currency, in the Dollar Equivalent amount to the amount paid by the Issuing Lender in such other currency on the Drawing Date thereof). Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum equal to the interest rate on Revolving Credit Loans that are Reference Base Rate Loans. (e) Each Lender’s Participation Commitment shall continue until the last to occur of any of the following events: (x) the L/C Issuer ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (y) no Letter of Credit issued or created hereunder remains outstanding and uncanceled and (z) all Persons (other than the Borrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) 2.11.3.1 Immediately upon the issuance of each Letter of Credit (and with respect to the Existing Letters of Credit, on the Closing Date), each Revolving Loan Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer Administrative Agent a participation in such Letter of Credit and each drawing thereunder in an amount equal to such Lender’s applicable Pro Rata 's Revolving Credit Ratable Share (determined in accordance with paragraph (a) of the definition of “Pro Rata Share”) of the Maximum Face Amount of maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, respectively. (b) 2.11.3.2 In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the L/C Issuer Administrative Agent will promptly notify the Administrative BorrowerBorrowers. Provided that it shall have received such notice by 12:00 noon (New York City time) with respect to any Letter of Creditnotice, the Borrowers shall reimburse (such obligation to reimburse the L/C Issuer together with any interest thereon pursuant to Section 2.04 Administrative Agent, for its benefit or the benefit of a Lender who has issued an Existing Letter of Credit (an "ISSUING LENDER"), as applicable, shall sometimes be referred to as a “Reimbursement Obligation”"REIMBURSEMENT OBLIGATION") the L/C Issuer Administrative Agent in Dollars prior to 1:00 p.m. (New York City time) 12:00 noon, Pittsburgh time on such each date that an amount is paid by the L/C Issuer Administrative Agent under any Letter of Credit (each such date, a “Drawing Date”"DRAWING DATE") in an amount and in the currency equal to the Dollar Equivalent amount and currency so paid by the L/C IssuerAdministrative Agent or the applicable Issuing Lender. In the event the Borrowers fail to reimburse the L/C Issuer Administrative Agent or the applicable Issuing Lender for the full Dollar Equivalent amount of any drawing under any Letter of Credit by 1:00 p.m. (New York City 12:00 noon, Pittsburgh time) with respect to any Letter of Credit , on the Drawing Date, the Administrative Agent will promptly notify each Revolving Loan Lender thereof, and the Borrowers shall be deemed to have requested that a Revolving Loan that is a Reference Rate Loan Credit Loans be made by the Revolving Loan Lenders pursuant in Dollars under the Base Rate Option in an amount equal to Section 2.01(a)(i)(B) the Dollar Equivalent amount of such drawing to be disbursed on the Drawing Date under such Letter of Credit, subject to the amount of the unutilized portion of the Revolving Credit Commitment and subject to the conditions set forth in Section 6.2 other than any notice requirements. Any notice given by the Administrative Agent pursuant to this Section 3.04(b) 2.11.3.2 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. (c) 2.11.3.3 Each Revolving Loan Lender shall upon any notice pursuant to Section 3.04(b) make available to the L/C Issuer an amount in immediately available funds equal to its applicable Pro Rata Share (determined in accordance with paragraph (a) of the definition of “Pro Rata Share”) of the amount of the drawing, whereupon the participating Lenders shall (subject to Section 3.04(d)) each be deemed to have made a Revolving Loan that is a Reference Rate Loan to the Borrowers in that amount. If any Revolving Loan Lender so notified fails to make available to the L/C Issuer the amount of such Lender’s applicable Pro Rata Share of such amount by no later than 2:00 p.m. (New York City time) with respect to any Letter of Credit on the Drawing Date, then (unless L/C Issuer and such Lender shall agree otherwise, each in their sole and absolute discretion) interest shall accrue on such Lender’s obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three days following the Drawing Date and (ii) at a rate per annum equal to the interest rate on Revolving Loans that are Reference Rate Loans on and after the fourth day following the Drawing Date. The Administrative Agent will promptly give notice of the occurrence of the Drawing Date, but failure of the Administrative Agent to give any such notice on the Drawing Date or in sufficient time to enable any Revolving Loan Lender to effect such payment on such date shall not relieve such Lender from its obligation under this Section 3.04(c), provided that such Lender shall not be obligated to pay interest as provided in Section 3.04(c) (i) and (ii) until and commencing from the date of receipt of notice from the Administrative Agent of a drawing. Each Revolving Loan Lender’s payment to the L/C Issuer pursuant to this Section 3.04(c) shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a “Participation Revolving Loan” from such Lender in satisfaction of its Participation Commitment under this Section 3.042.11. (d) With respect to any unreimbursed drawing that is not converted into a Revolving Loan to the Borrowers in whole or in part as contemplated by Section 3.04(b), because of the failure of Borrowers to satisfy the conditions set forth in Section 5.02 (other than any notice requirements) or for any other reason, the Borrowers shall be deemed to have incurred from the L/C Issuer a borrowing (each a “Letter of Credit Borrowing”) in the currency in which such Letter of Credit is denominated in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum equal to the interest rate on Revolving Loans that are Reference Rate Loans. (e) Each Lender’s Participation Commitment shall continue until the last to occur of any of the following events: (x) the L/C Issuer ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (y) no Letter of Credit issued or created hereunder remains outstanding and uncanceled and (z) all Persons (other than the Borrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (ai) Immediately upon the issuance of each Letter of Credit, each Revolving Loan Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer Service Agent a participation in such Letter of Credit and each drawing thereunder in an amount equal to such Lender’s applicable Pro Rata Share (determined in accordance with paragraph (ac) of the definition of “Pro Rata Share”) of the Maximum Face Amount of such Letter of Credit and the amount of such drawing, respectively. (bii) In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the L/C Issuer Service Agent will promptly notify the Administrative Borrower. Provided that it Borrowers shall have received such notice by 12:00 noon p.m. (New York City time) with respect to any Letter of Credit), the Borrowers shall reimburse (such obligation to reimburse the L/C Issuer Service Agent or any Lender together with any interest thereon pursuant to Section 2.04 2.7 and Section 2.9 shall sometimes be referred to as a “Reimbursement Obligation”) the Service Agent on behalf of the L/C Issuer and the Revolving Loan Lenders prior to 1:00 p.m. (New York City time) on such date that an amount is paid by the Service Agent on behalf of the L/C Issuer and the Revolving Loan Lenders under any Letter of Credit (each such date, a “Drawing Date”) in an amount and in the currency equal to the amount and currency so paid by the L/C IssuerService Agent. In the event the Borrowers fail to reimburse the L/C Issuer Service Agent for the full amount of any drawing under any Letter of Credit by 1:00 p.m. (New York City time) with respect to any Letter of Credit on the Drawing Date, the Administrative Service Agent will promptly notify each Revolving Loan Lender thereof, and the Borrowers shall be deemed to have requested that a Revolving Loan that is a Reference Base Rate Loan be made by the Revolving Loan Lenders pursuant to Section 2.01(a)(i)(B) to be disbursed on the Drawing Date under in respect of such Letter of CreditCredit pursuant to Section 2.2 and subject to Sections 3.1 and 3.2 hereof. Any notice given by the Administrative Service Agent pursuant to this Section 3.04(b2.3(d)(ii) 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. (ciii) Each Revolving Loan Lender shall upon any notice pursuant to Section 3.04(b2.3(d)(ii) make available to the L/C Issuer Service Agent an amount in immediately available funds equal to its applicable Pro Rata Share (determined in accordance with paragraph (a) of the definition of “Pro Rata Share”) of the amount of the drawing, whereupon the participating Lenders shall (subject to Section 3.04(d2.3(d)(iv)) each be deemed to have made a Revolving Loan that is a Reference Base Rate Loan to the Borrowers in that amount. If any Revolving Loan Lender so notified fails to make available to the L/C Issuer Service Agent the amount of such Lender’s applicable Pro Rata Share of such amount by no later than 2:00 p.m. (New York City time) with respect to any Letter of Credit on the Drawing Date, then (unless L/C Issuer and such Lender shall agree otherwise, each in their sole and absolute discretion) interest shall accrue on such Lender’s obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (ix) at a rate per annum equal to the Federal Funds Effective Rate during the first three 3 days following the Drawing Date and (iiy) at a rate per annum equal to the interest rate on Revolving Loans that are Reference Base Rate Loans on and after the fourth 4th day following the Drawing Date. The Administrative Service Agent will promptly give notice of the occurrence of the Drawing Date, but failure of the Administrative Service Agent to give any such notice on the Drawing Date or in sufficient time to enable any Revolving Loan Lender to effect such payment on such date shall not relieve such Lender from its obligation under this Section 3.04(c2.3(d)(iii), provided that such Lender shall not be obligated to pay interest as provided in Section 3.04(c) (i) and (ii2.3(d)(ii) until and commencing from the date of receipt of notice from the Administrative Service Agent of a drawing. Each Revolving Loan Lender’s payment to the L/C Issuer Service Agent pursuant to this Section 3.04(c2.3(d)(iii)(x) and (y) shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a “"Participation Revolving Loan” from such Lender in satisfaction of its Participation Commitment under this Section 3.042.3(d). (div) With respect to any unreimbursed drawing that is not converted into a Revolving Loan to the Borrowers in whole or in part as contemplated by Section 3.04(b2.3(d)(ii), because of the Borrowers’ failure of Borrowers to satisfy the conditions set forth in Section 5.02 3.2 (other than any notice requirements) or for any other reason, the Borrowers shall be deemed to have incurred from the L/C Issuer Service Agent a borrowing (each a “Letter of Credit Borrowing”) in the currency in which such Letter of Credit is denominated in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum equal to the interest rate on Revolving Loans that are Reference Base Rate Loans. (ev) Each Lender’s Participation Commitment shall continue until the last to occur of any of the following events: (xi) the L/C Issuer Service Agent ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (yii) no Letter of Credit issued or created hereunder remains outstanding and uncanceled and (ziii) all Persons (other than the Borrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) Immediately upon the issuance of each Letter of Credit (or, in the case of the Existing Letters of Credit, on the Closing Date), each Revolving Loan Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer Issuing Lender a participation in such Letter of Credit and each drawing thereunder in an amount equal to such LenderLxxxxx’s applicable Pro Rata Ratable Share (determined in accordance with paragraph (a) of the definition of “Pro Rata Share”) of the Maximum Face Amount of maximum amount available to be drawn under such Letter of Credit and the amount of such drawing, respectively, in each case in the currency in which each Letter of Credit is issued. (b) 2.9.3.1 In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the L/C Issuer Issuing Lender will promptly notify the Borrower and the Administrative BorrowerAgent thereof. Provided that it shall have received such notice by 12:00 noon (New York City time) with respect to any Letter of Creditnotice, the Borrowers Borrower shall reimburse (such obligation to reimburse the L/C Issuer together with any interest thereon pursuant to Section 2.04 Issuing Lender shall sometimes be referred to as a “Reimbursement Obligation”) the L/C Issuer Issuing Lender prior to 1:00 p.m. (New York City time) 12:00 noon on such the first Business Day after each date that an amount is paid by the L/C Issuer Issuing Lender under any Letter of Credit (each such date, a “Drawing Date”) in by paying to the Administrative Agent for the account of the Issuing Lender an amount and in the currency equal to the amount and currency so paid by the L/C IssuerIssuing Lender in the same currency as paid, unless otherwise required by the Administrative Agent or the Issuing Lender plus, if such reimbursement is made after 3:00 p.m. on the Drawing Date, interest on the Dollar Equivalent of such drawn amount at the Base Rate. In the event the Borrowers fail Borrower fails to reimburse the L/C Issuer Issuing Lender (through the Administrative Agent) for the full amount of any drawing under any Letter of Credit by 1:00 p.m. (New York City time) with respect to any Letter of Credit 12:00 noon on the Drawing Date, the Administrative Agent will promptly notify each Revolving Loan Lender thereof, and the Borrowers Borrower shall be deemed to have requested that a Revolving Loan that is a Reference Rate Loan Credit Loans in U.S. Dollars (and, if the Letter of Credit was denominated in another currency, in the Dollar Equivalent amount to the amount paid by the Issuing Lender in such other currency on the Drawing Date thereof) be made by the Revolving Loan Lenders pursuant to Section 2.01(a)(i)(B) under the Base Rate Option to be disbursed on the Drawing Date under such Letter of Credit, subject to the amount of the unutilized portion of the Revolving Credit Commitment and subject to the conditions set forth in Section 7.2 [Each Loan or Letter of Credit] other than any notice requirements. Any notice given by the Administrative Agent or Issuing Lender pursuant to this Section 3.04(b) 2.9.3.1 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. (c) 2.9.3.2 Each Revolving Loan Lender shall upon any notice pursuant to Section 3.04(b) 2.9. 3.1 make available to the L/C Issuer Administrative Agent for the account of the Issuing Lender an amount in Dollars in immediately available funds equal to its applicable Pro Rata Ratable Share (determined in accordance with paragraph (a) of the definition of “Pro Rata Share”) of the amount of the drawingdrawing (and, if the Letter of Credit was denominated in another currency, in the Dollar Equivalent amount to the amount paid by the Issuing Lender in such other currency on the Drawing Date thereof), whereupon the participating Lenders shall (subject to Section 3.04(d)2.9.3 [Disbursements; Reimbursement]) each be deemed to have (A) made a Revolving Credit Loan that is a Reference under the Base Rate Loan Option to the Borrowers Borrower in that amountamount or (B) during the continuance of a Relief Proceeding with respect to the Borrower, funded its Ratable Share of the Reimbursement Obligations arising by reason of such drawing. If any Revolving Loan Lender so notified fails to make available in Dollars to the L/C Issuer Administrative Agent for the account of the Issuing Lender the amount of such Lender’s applicable Pro Rata Ratable Share of such amount by no later than 2:00 p.m. (New York City time) with respect to any Letter of Credit on the Drawing Date, then (unless L/C Issuer and such Lender shall agree otherwise, each in their sole and absolute discretion) interest shall accrue on such Lender’s obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Federal Funds Effective Overnight Bank Funding Rate during the first three (3) days following the Drawing Date and (ii) at a rate per annum equal to the interest rate on applicable to Revolving Credit Loans that are Reference under the Base Rate Loans Option on and after the fourth day following the Drawing Date. The Administrative Agent and the Issuing Lender will promptly give notice (as described in Section 2.9.3.1 above) of the occurrence of the Drawing Date, but failure of the Administrative Agent or the Issuing Lender to give any such notice on the Drawing Date or in sufficient time to enable any Revolving Loan Lender to effect such payment on such date shall not relieve such Lender from its obligation under this Section 3.04(c), provided that such Lender shall not be obligated to pay interest as provided in Section 3.04(c) (i) and (ii) until and commencing from the date of receipt of notice from the Administrative Agent of a drawing. Each Revolving Loan Lender’s payment to the L/C Issuer pursuant to this Section 3.04(c) shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a “Participation Revolving Loan” from such Lender in satisfaction of its Participation Commitment under this Section 3.042.9.3.2. (d) 2.9.3.3 With respect to any unreimbursed drawing that is not converted into a Revolving Loan Credit Loans in Dollars under the Base Rate Option to the Borrowers Borrower in whole or in part as contemplated by Section 3.04(b)2.9.3.1, because of the Borrower’s failure of Borrowers to satisfy the conditions set forth in Section 5.02 (7.2 [Each Loan or Letter of Credit] other than any notice requirements) , or for any other reason, the Borrowers Borrower shall be deemed to have incurred from the L/C Issuer Issuing Lender a borrowing (each a “Letter of Credit Borrowing”) in the currency in which such Letter of Credit is denominated Dollars in the amount of such drawingdrawing (and, if the Letter of Credit was denominated in another currency, in the Dollar Equivalent amount to the amount paid by the Issuing Lender in such other currency on the Drawing Date thereof). Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum equal applicable to the interest rate on Revolving Credit Loans that are Reference under the Base Rate Loans. (e) Option. Each Lender’s Participation Commitment shall continue until payment to the last to occur of any Administrative Agent for the account of the following events: (x) the L/C Issuer ceases Issuing Lender pursuant to Section 2.9.3 [Disbursements, Reimbursement] shall be deemed to be obligated to issue or cause to be issued Letters a payment in respect of Credit hereunder; (y) no its participation in such Letter of Credit issued or created hereunder remains outstanding and uncanceled and Borrowing (zeach a “Participation Advance”) all Persons (other than the Borrowers) have been fully reimbursed for all payments made from such Lender in satisfaction of its participation obligation under or relating to Letters of Creditthis Section 2.9.3.

Disbursements, Reimbursement. (a) Immediately upon the issuance of each Letter of Credit, each Revolving Loan Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a participation in such Letter of Credit and each drawing thereunder in an amount equal to such Lender’s 's applicable Pro Rata Share (determined in accordance with paragraph (a) of the definition of “"Pro Rata Share”") of the Maximum 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 L/C Issuer will promptly notify the Administrative BorrowerBorrowing Agent. Provided that it shall have received such notice by 12:00 noon (New York City time) with respect to any Letter of Credit, the Borrowers shall reimburse (such obligation to reimburse the L/C Issuer together with any interest thereon pursuant to Section 2.04 shall be referred to as a “"Reimbursement Obligation”Obligations") the L/C Issuer prior to 1:00 p.m. (New York City time) on such date that an amount is paid by the L/C Issuer under any Letter of Credit (each such date, a “"Drawing Date”") in an amount and in the currency equal to the amount and currency so paid by the L/C IssuerDollars. In the event the Borrowers fail to reimburse the L/C Issuer for the full amount of any drawing under any Letter of Credit by 1:00 p.m. (New York City time) with respect to any Letter of Credit on the Drawing Date, the Administrative Agent will promptly notify each Revolving Loan Lender thereof, and the Borrowers shall be deemed to have requested that a Revolving Loan that is a Reference Rate Loan be made by the Revolving Loan Lenders pursuant to Section 2.01(a)(i)(B) to be disbursed on the Drawing Date under such Letter of Credit, pursuant to Section 2.01(a)(i). Any notice given by the Administrative Agent pursuant to this Section 3.04(b) 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. (c) Each Revolving Loan Lender shall upon any notice pursuant to Section 3.04(b) make available to the L/C Issuer an amount in immediately available funds equal to its applicable Pro Rata Share (determined in accordance with paragraph (a) of the definition of “"Pro Rata Share”") of the amount of the drawing, whereupon the participating Lenders shall (subject to Section 3.04(d)) each be deemed to have made a Revolving Loan that is a Reference Rate Loan to the Borrowers in that amount. If any Revolving Loan Lender so notified fails to make available to the L/C Issuer the amount of such Lender’s 's applicable Pro Rata Share of such amount by no later than 2:00 p.m. (New York City time) with respect to any Letter of Credit on the Drawing Date, then (unless L/C Issuer and such Lender shall agree otherwise, each in their sole and absolute discretion) interest shall accrue on such Lender’s 's obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three days following the Drawing Date and (ii) at a rate per annum equal to the interest rate on Revolving Loans that are Reference Rate Loans on and after the fourth day following the Drawing Date. The Administrative Agent will promptly give notice of the occurrence of the Drawing Date, but failure of the Administrative Agent to give any such notice on the Drawing Date or in sufficient time to enable any Revolving Loan Lender to effect such payment on such date shall not relieve such Lender from its obligation under this Section 3.04(c), provided that such Lender shall not be obligated to pay interest as provided in Section 3.04(c) (i) and (ii) until and commencing from the date of receipt of notice from the Administrative Agent of a drawing. Each Revolving Loan Lender’s 's payment to the L/C Issuer pursuant to this Section 3.04(c) shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a “"Participation Revolving Loan” " from such Lender in satisfaction of its Participation Commitment under this Section 3.04. (d) With respect to any unreimbursed drawing that is not converted into a Revolving Loan to the Borrowers in whole or in part as contemplated by Section 3.04(b), because of the failure of Borrowers to satisfy the conditions set forth in Section 5.02 (other than any notice requirements) or for any other reason, the Borrowers shall be deemed to have incurred from the L/C Issuer a borrowing (each a “"Letter of Credit Borrowing”") in the currency in which such Letter of Credit is denominated Dollars in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum equal to the interest rate on Revolving Loans that are Reference Rate Loans. (e) Each Lender’s 's Participation Commitment shall continue until the last to occur of any of the following events: (x) the L/C Issuer ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (y) no Letter of Credit issued or created hereunder remains outstanding and uncanceled and (z) all Persons (other than the Borrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Disbursements, Reimbursement. (a) Immediately upon the issuance of each Letter of Credit, each Revolving Loan Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a participation in such Letter of Credit and each drawing thereunder in an amount equal to such Lender’s applicable 's Pro Rata Share (determined in accordance with paragraph (a) of the definition of “"Pro Rata Share”") of the Maximum 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 L/C Issuer Administrative Agent will promptly notify the Administrative BorrowerBorrowers. Provided that it Borrowers shall have received such notice by 12:00 noon Noon (New York City time) with respect to any Letter of Credit), the Borrowers shall reimburse (such obligation to reimburse the L/C Issuer or any Lender together with any interest thereon pursuant to Section 2.04 shall sometimes be referred to as a “"Reimbursement Obligation”") the Administrative Agent on behalf of the L/C Issuer and the Revolving Loan Lenders prior to 1:00 12:00 p.m. (New York City time) on such date that an amount is paid by the L/C Issuer Administrative Agent and the Revolving Loan Lenders under any Letter of Credit (each such date, a “"Drawing Date”") in an amount and in the currency equal to the amount and currency so paid by the L/C Issuer. In the event the Borrowers fail to reimburse the L/C Issuer for the full amount of any drawing under any Letter of Credit by 1:00 12:00 p.m. (New York City time) with respect to any Letter of Credit ), on the Drawing Date, the Administrative Agent will promptly notify each Revolving Loan Lender thereof, and the Borrowers shall be deemed to have requested that a Revolving Loan that is a Reference Rate Loan be made by the Revolving Loan Lenders pursuant to Section 2.01(a)(i)(B) to be disbursed on the Drawing Date under such Letter of Credit, pursuant to Section 2.01(a)(i) and subject to Sections 5.01 and 5.02 hereof. Any notice given by the Administrative Agent pursuant to this Section 3.04(b) 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. (c) Each Revolving Loan Lender shall upon any notice pursuant to Section 3.04(b) make available to the L/C Issuer Administrative Agent an amount in immediately available funds equal to its applicable Pro Rata Share (determined in accordance with paragraph (a) of the definition of “Pro Rata Share”) of the amount of the drawing, whereupon the participating Lenders shall (subject to Section 3.04(d)) each be deemed to have made a Revolving Loan that is a Reference Rate Loan to the Borrowers in that amount. If any Revolving Loan Lender so notified fails to make available to the L/C Issuer Administrative Agent the amount of such Lender’s applicable 's Pro Rata Share of such amount by no later than 2:00 p.m. (New York City time) with respect to any Letter of Credit on the Drawing Date, then (unless L/C Issuer and such Lender shall agree otherwise, each in their sole and absolute discretion) interest shall accrue on such Lender’s 's obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three days following the Drawing Date and (ii) at a rate per annum equal to the interest rate on Revolving Loans that are Reference Rate Loans on and after the fourth day following the Drawing Date. The Administrative Agent will promptly give notice of the occurrence of the Drawing Date, but failure of the Administrative Agent to give any such notice on the Drawing Date or in sufficient time to enable any Revolving Loan Lender to effect such payment on such date shall not relieve such Lender from its obligation under this Section 3.04(c), provided that such Lender shall not be obligated to pay interest as provided in Section 3.04(c) (i) and (ii) until and commencing from the date of receipt of notice from the Administrative Agent of a drawing. Each Revolving Loan Lender’s payment to the L/C Issuer Administrative Agent pursuant to this Section 3.04(c) shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a “"Participation Revolving Loan” " from such Lender in satisfaction of its Participation Commitment under this Section 3.04. (d) With respect to any unreimbursed drawing that is not converted into a Revolving Loan to the Borrowers in whole or in part as contemplated by Section 3.04(b), because of the Borrowers' failure of Borrowers to satisfy the conditions set forth in Section 5.02 (other than any notice requirements) or for any other reason, the Borrowers shall be deemed to have incurred from the L/C Issuer Administrative Agent a borrowing (each a “"Letter of Credit Borrowing”") in the currency in which such Letter of Credit is denominated in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum equal to the interest rate on Revolving Loans that are Reference Rate Loans. (e) Each Lender’s Participation Commitment shall continue until the last to occur of any of the following events: (x) the L/C Issuer ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (y) no Letter of Credit issued or created hereunder remains outstanding and uncanceled and (z) all Persons (other than the Borrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.