Common use of Disbursements Clause in Contracts

Disbursements. The Lender will notify the Borrower, promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of Credit, together with notice of the date (the “Disbursement Date”) such payment shall have been or be made (each such payment, a “Disbursement”). Prior to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender for all amounts which the Lender has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payable.

Disbursements. The Lender An Issuer will notify the Borrower, Borrower and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of CreditCredit issued by such Issuer, together with notice of the date (the “Disbursement Date”) such payment shall have been or be made (each such payment, a “Disbursement”). Prior Subject to the terms and provisions of such Letter of Credit and this Agreement, the applicable Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Not later than 1:00 p.m.p.m. on (i) a Disbursement Date, California timeif the Borrower shall have received notice of such Disbursement prior to 10:00 a.m. on such Disbursement Date, on or (ii) the first (1st) Business Day immediately following the Lender giving written a Disbursement Date, if such notice to the Borrower of the is received after 10:00 a.m. on such Disbursement Date, the Borrower will reimburse such Issuer directly in full for such Disbursement. Each such reimbursement shall be made in immediately available funds together (in the Lender for all amounts which the Lender has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor case of a draw under reimbursement made on such Letter of Creditimmediately following Business Day, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt rate per annum then in effect for Base Rate Loans (with the then Applicable Margin for Revolving Loans accruing on such amount) pursuant to Section 3.2 for the period from the Disbursement Date through the date of such reimbursement, provided that if such reimbursement (a “Lender Disbursement”)is not made when due pursuant to this Section 2.6.2, then the interest rates set forth in Section 3.2.2 shall apply. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender applicable Issuer upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event that an Issuer makes any Disbursement and the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed have reimbursed such amount in full to be made such Issuer pursuant to this Section 2.6(b2.6.2, such Issuer shall promptly notify the Administrative Agent which shall promptly notify each Revolving Loan Lender of such failure, and each Revolving Loan Lender (other than such Issuer) shall promptly and advanced after unconditionally pay in same day funds to the Administrative Agent for the account of such Issuer the amount of such Revolving Loan Lender’s Revolving Loan Percentage of such unreimbursed Disbursement. If an Issuer so notifies the Administrative Agent, and the Administrative Agent so notifies the Revolving Loan Maturity Date Lenders prior to 2:00 p.m., on any Business Day, each such Revolving Loan Lender shall make available to such Issuer such Revolving Loan Lender’s Revolving Loan Percentage of the amount of such payment on such Business Day in same day funds (or if such notice is received by such Revolving Loan Lenders after 2:00 p.m. on the day of receipt, payment shall be made on the immediately due following Business Day). If and payableto the extent such Revolving Loan Lender shall not have so made its Revolving Loan Percentage of the amount of such payment available to the applicable Issuer, such Revolving Loan Lender agrees to pay to such Issuer forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to the Administrative Agent for the account of such Issuer, at the Federal Funds Rate.

Disbursements. The Lender Issuer will notify the Borrower, Borrower and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of CreditCredit issued by the Issuer, together with notice of the date (the “Disbursement Date”) such payment shall have been or be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., California New York City time, on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender Administrative Agent, for the account of Issuer, for all amounts which the Lender Issuer has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of CreditCredit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the Loans, the Borrower shall be deemed to have timely given a “Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender Disbursement”)(other than the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share of such Borrowing to the Administrative Agent, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Creditherein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payable.

Disbursements. The (a) At least one (1) Business Day (by 11:00 a.m. Cleveland time) prior to the date the Loan is to be disbursed hereunder pursuant to this Agreement (or at least two (2) LIBOR Business Days [by 11:00 a.m. Cleveland time] for such disbursement to be made at the Adjusted LIBOR Rate), the Agent shall notify each Lender will notify the Borrower, promptly upon the Lender receiving knowledge thereof, of the presentment for payment proposed disbursement. Each Lender shall make available to Agent (or the funding Lender or entity designated by the Agent), the amount of any Letter such Lender’s Percentage of Creditsuch disbursement (with respect to such Lender, together with notice of such amount being referred to herein as an “Advance”) in immediately available funds not later than 11:00 a.m. (Cleveland time) on the date such disbursement is to be made (the such date being referred to herein as a “Disbursement Funding Date”) such payment ). Unless the Agent shall have been or be made (each notified by any Lender prior to such payment, a “Disbursement”). Prior time for funding in respect of any Advance that such Lender does not intend to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice make available to the Borrower of Agent such Lender’s Advance, the Disbursement Agent may assume that such Lender has made such amount available to the Agent and the Agent, in its sole discretion, may, but shall not be obligated to, make available to Borrowers a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender on or prior to the respective Funding Date, the Borrower will reimburse the such Lender for all amounts which the Lender has disbursed agrees to reimburse the issuing bank in connection with pay and Borrowers agree to repay to Agent forthwith on demand such issuing bank’s honor of a draw under such Letter of Credit, corresponding amount together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate thereon, for the period each day from the Disbursement Date through date such amount is made available to Borrowers until the date such amount is paid or repaid to Agent, at (A) in the case of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of CreditLender, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of CreditFederal Funds Effective Rate, and it shall be deemed (B) in the case of Borrowers, the interest rate applicable at the time to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party a disbursement made on such Letter of Credit is the Borrower or a Subsidiary)Funding Date. In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the If such Lender shall be deemed pay to have madeAgent such corresponding amount, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed)such amount so paid shall constitute such Lender’s Advance, and interest if both such Lender and Borrowers shall accrue from the Disbursement Datehave paid and repaid, respectively, such corresponding amount, Agent shall promptly return to Borrowers such corresponding amount in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payablesame day funds.

Disbursements. The Lender will notify the Borrower, promptly upon the Lender receiving knowledge thereof, (a) At least one (1) Business Day (by 11:00 a.m. Cleveland time) prior to each date a disbursement of the presentment Loan is to be made hereunder pursuant to this Agreement (or at least two (2) LIBOR Business Days by 11:00 a.m. Cleveland time for payment of any Letter of Creditdisbursements to be made at the Adjusted LIBOR Rate), together with notice the Agent shall notify each Lender of the proposed disbursement. Each Lender shall make available to Agent (or the funding Lender or entity designated by the Agent), the amount of such Lender’s Percentage of such disbursement (with respect to such Lender, such amount being referred to herein as an “Advance”) in immediately available funds not later than 11:00 a.m. (Cleveland time) on the date such disbursement is to be made (the such date being referred to herein as a “Disbursement Funding Date”) such payment ). Unless the Agent shall have been or be made (each notified by any Lender prior to such payment, a “Disbursement”). Prior time for funding in respect of any Advance that such Lender does not intend to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice make available to the Agent such Lender’s Advance, the Agent may assume that such Lender has made such amount available to the Agent and the Agent, in its sole discretion, may, but shall not be obligated to, make available to Borrower of a corresponding amount. If such corresponding amount is not in fact made available to the Disbursement Agent by such Lender on or prior to the respective Funding Date, the such Lender agrees to pay and Borrower will reimburse the Lender for all amounts which the Lender has disbursed agrees to reimburse the issuing bank in connection with repay to Agent forthwith on demand such issuing bank’s honor of a draw under such Letter of Credit, corresponding amount together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate thereon, for the period each day from the Disbursement Date through date such amount is made available to Borrower until the date such amount is paid or repaid to Agent, at (A) in the case of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of CreditLender, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of CreditFederal Funds Effective Rate, and it shall be deemed (B) in the case of Borrower, the interest rate applicable at the time to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party a disbursement made on such Letter of Credit is the Borrower or a Subsidiary)Funding Date. In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the If such Lender shall be deemed pay to have madeAgent such corresponding amount, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed)such amount so paid shall constitute such Lender’s Advance, and interest if both such Lender and Borrower shall accrue from the Disbursement Datehave paid and repaid, respectively, such corresponding amount, Agent shall promptly return to Borrower such corresponding amount in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payablesame day funds.

Disbursements. The Lender Subject to the terms and provisions of each Letter of Credit and this Agreement, upon presentment under any Letter of Credit to the Issuer thereof for payment, such Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit on the date designated for such payment (the “Disbursement Date”). Such Issuer will promptly notify the Borrower, promptly upon relevant Borrower and each of the Lender receiving knowledge thereof, Lenders of the presentment for payment of any such Letter of Credit, together with notice of the date (the “Disbursement Date”) such payment shall have been or be made (each such payment, a “Disbursement”)Date thereof. Prior to 1:00 p.m.12:00 noon, California timeApplicable Time, on the first (1st) next Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the relevant Borrower will reimburse the Lender Administrative Agent, for the account of such Issuer, for all amounts which the Lender has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with all interest accrued thereon since the Disbursement Date. To the extent the Administrative Agent does not receive payment in full, on behalf of the relevant Issuer on the Disbursement Date, the relevant Borrower’s Reimbursement Obligation shall accrue interest, payable on demand, at a an annual rate per annum equal to the Weighted Average Term Debt Reference Rate for through the period from first Business Day following the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything equal to the contrary contained herein or in any separate application for any Letter sum of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary)Reference Rate plus 0.50% thereafter. In the event the relevant Borrower fails to so reimburse notify the Lender Administrative Agent and the relevant Issuer prior to 1:00 p.m., Applicable Time, on the Disbursement Date that the relevant Borrower intends to pay the Administrative Agent, for the account of such Issuer, for the amount of such drawing with funds other than proceeds of Loans, or the Administrative Agent does not receive such reimbursement payment from the relevant Borrower prior to 1:00 p.m., Applicable Time, on the Disbursement Date (or if the relevant Issuer must for any Lender Disbursementreason return or disgorge such reimbursement), the Lender Administrative Agent shall promptly notify the Lenders, and the relevant Borrower shall be deemed to have made, without further notice to the Borrower, given a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from timely Borrowing Request as of the Disbursement Date, Date for Loans in the an aggregate principal amount equal to such Reimbursement Obligation and the Lenders (other than the relevant Issuer) shall, on the terms and subject to the conditions of this Agreement (including, without limitation, Sections 6.1 and 6.2), make Loans in the amount drawn under of such Reimbursement Obligation as provided in Section 3.1; provided that for the purpose of determining the availability of any unused Total Commitment Amount immediately prior to giving effect to the application of the proceeds of such Loans, such Reimbursement Obligation shall be deemed not to be outstanding at such time. In the event that the conditions precedent to any Loans deemed requested by the relevant Borrower as provided in the preceding sentence shall not be satisfied at the time of such deemed request, each Lender (including the relevant Issuer) shall pay to the Administrative Agent, as funding of its participation interest pursuant to Section 3.2.1 in the related Letter of Credit, andits Percentage of the related Reimbursement Obligation, for this purpose, and the conditions precedent in Article V or any other Borrower requirements hereunder Administrative Agent shall not applypromptly pay to the relevant Issuer the amounts so received by it from the Lenders. Any Revolving Loan deemed to be made If a Lender makes a payment pursuant to this Section 2.6(bsubsection to reimburse an Issuer in respect of any Reimbursement Obligation (other than by funding Loans as contemplated above), (i) such payment will not constitute a Loan and advanced after will not relieve the Revolving Loan Maturity Date shall relevant Borrower of its Reimbursement Obligation and (ii) such Lender will be immediately due and payablesubrogated to its pro rata share of the relevant Issuer’s claim against such Borrower for payment of such Reimbursement Obligation.

Disbursements. The Lender An Issuer will notify the Borrower, applicable Borrower and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any drawing under a Letter of CreditCredit issued by such Issuer, together with notice of the date (the “Disbursement Date”) such payment shall have been or be made (each such payment, a “Disbursement”). Subject to the terms and provisions of such Letter of Credit, the applicable Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., California time, 11:00 a.m. on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the applicable Borrower will reimburse the Lender Administrative Agent, for the account of the applicable Issuer, for all amounts which the Lender such Issuer has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, such payments to be made in Dollars (and in the amount which is the Dollar Equivalent of any such payment or disbursement made or denominated in an Alternate Currency) together with interest thereon at a rate per annum equal to the Weighted Average Term Debt rate per annum then in effect for Base Rate Loans (with the then Applicable Margin for Revolving Loans accruing on such amount) pursuant to Section 3.2 for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”)reimbursement. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the each Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender applicable Issuer upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor Obligor for purposes of each such Letter of Credit issued pursuant hereto hereunder (whether the account party on such Letter of Credit is the a Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payable.

Disbursements. The Lender Each Issuer will notify the Borrower, Borrower and the Administrative Agent in writing promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of CreditCredit issued by such Issuer, together with notice of the date (the “Disbursement Date”) such payment shall have been be made. Subject to the terms and provisions of such Letter of Credit, the applicable Issuer shall make such payment to the beneficiary (or be made (each its designee) of such payment, a “Disbursement”)Letter of Credit. Prior to 1:00 p.m.11:00 a.m., California Central time, on the first Disbursement Date (1st) or 11:00 a.m., Central time, on the Business Day following the Lender giving written notice to Disbursement Date if the Borrower of shall have received such notice after 10:00 a.m. on the Disbursement Date), the Borrower will reimburse the Lender applicable Issuer for all amounts which the Lender it has disbursed to reimburse the issuing bank under or in connection with such issuing bank’s honor respect of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the applicable Issuer is not reimbursed by the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from on the Disbursement Date, in or if such Issuer must for any reason return or disgorge such reimbursement, the principal amount equal Lenders shall, on the terms and subject to the amount drawn under conditions of this Agreement, fund the Reimbursement Obligation therefor by making, on the next Business Day, Revolving Loans which are ABR Loans as provided in Section 2.1 (the Borrower being deemed to have given a timely Borrowing Notice therefor for such Letter of Creditamount); provided, andhowever, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after purpose of determining the availability of the Revolving Loan Maturity Date Commitments to make Revolving Loans immediately prior to giving effect to the application of the proceeds of such Revolving Loans, such Reimbursement Obligation shall be immediately due and payabledeemed not to be outstanding at such time. To the extent the applicable Issuer is not reimbursed in full in accordance with the preceding sentences, the Borrower’s Reimbursement Obligation shall accrue interest at the Applicable Rate, plus a margin of two percent (2%) per annum, payable on demand.

Disbursements. The Lender An Issuer will notify the Borrower, applicable Borrower and the Revolving Loan Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of CreditCredit issued by such Issuer, together with notice of the date (the “Disbursement Date”) such payment shall have been or be made (each such payment, a “Disbursement”). Subject to the terms and provisions of such Letter of Credit and this Agreement, the applicable Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., California time, 11:00 a.m. on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the applicable Borrower will reimburse the Lender Revolving Loan Administrative Agent, for the account of the applicable Issuer, for all amounts which the Lender such Issuer has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, such payments to be made in Dollars (and in the amount which is the Dollar Equivalent of any such payment or disbursement made or denominated in an Alternate Currency) together with interest thereon at a rate per annum equal to the Weighted Average Term Debt rate per annum then in effect for Base Rate Loans (with the then Applicable Margin for Revolving Loans accruing on such amount) pursuant to Section 3.2 for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”)reimbursement. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the each Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender applicable Issuer upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto hereunder (whether the account party on such Letter of Credit is the a Borrower or a SubsidiarySubsidiary Guarantor). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payable.

Disbursements. The (i) Administrative Agent may, on behalf of Term Lenders, disburse funds to the Borrower for Term Loans requested. Each Term Lender shall reimburse Administrative Agent on demand for all funds disbursed on its behalf by Administrative Agent, or if Administrative Agent so requests, each Term Lender will remit to Administrative Agent its Commitment Percentage of any Loan before Administrative Agent disburses same to the Borrower. If Administrative Agent elects to require that each Term Lender make funds available to Administrative Agent prior to disbursement by Administrative Agent to the Borrower, Administrative Agent shall advise each Term Lender by telephone or fax of the amount of such Term Lender’s Commitment Percentage of the Loan requested by the Borrower no later than the Business Day prior to the scheduled Borrowing date applicable thereto, and each such Term Lender shall pay Administrative Agent such Term Lender’s Commitment Percentage of such requested Loan, in same day funds, by wire transfer to Administrative Agent’s account as set forth on Administrative Agent’s signature page hereto no later than 1:00 p.m. (New York time) on such scheduled Borrowing date. If any Term Lender fails to pay its Commitment Percentage within one (1) Business Day after Administrative Agent’s demand, Administrative Agent shall promptly notify the Borrower, promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of Credit, together with notice of the date (the “Disbursement Date”) such payment shall have been or be made (each such payment, a “Disbursement”). Prior to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice to and the Borrower of the Disbursement Date, the Borrower will reimburse the Lender for all amounts which the Lender has disbursed shall immediately repay such amount to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal Administrative Agent. Any repayment required pursuant to the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it this subsection 1.11(a) shall be obligated to reimburse without premium or penalty. Nothing in this subsection 1.11(a) or elsewhere in this Agreement or the Lender upon each Lender Disbursement other Loan Documents, including the remaining provisions of a Letter of CreditSection 1.11, and it shall be deemed to be the obligor for purposes require Administrative Agent to advance funds on behalf of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the or to relieve any Lender shall be deemed from its obligation to have made, without further notice fulfill its Commitments hereunder or to the Borrower, a Revolving Loan (notwithstanding prejudice any rights that the Revolving Loan Commitment Termination Date Administrative Agent or Borrower may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under against any Term Lender as a result of any default by such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payableTerm Lender hereunder.

Disbursements. The Lender Issuer will notify the Borrower, applicable Borrower and the Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of Credit, together with notice of the date (the “a "Disbursement Date”") such payment shall have been be made. Subject to the terms and provisions of such Letter of Credit, the Issuer shall make such payment to the beneficiary (or be made (each its designee) of such payment, a “Disbursement”)Letter of Credit. Prior to 1:00 p.m.10:00 A.M., California New York time, on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the applicable Borrower will reimburse the Lender Issuer for all amounts which the Lender it has disbursed to reimburse under the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit. To the extent the Issuer is not reimbursed in full in accordance with the third sentence of this Section, together with the Borrower's Reimbursement Obligation shall accrue interest thereon at a rate per annum equal to (i) during the Weighted Average Term Debt Rate for the period from three days following the Disbursement Date through at the date Prime Rate and (ii) thereafter at the Prime Rate plus a margin of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit2% per annum, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party payable on such Letter of Credit is the Borrower or a Subsidiary)demand. In the event the Issuer is not reimbursed by the applicable Borrower fails to so reimburse on the Lender Disbursement Date (other than upon a deemed Disbursement under Section 4.7 when an actual Disbursement has not been made), or if the Issuer must for any Lender Disbursementreason return or disgorge such reimbursement, the Lender Lenders (including the Issuer) shall, on the terms and subject to the conditions of this Agreement, fund the Reimbursement Obligation therefor by making Revolving Loans which shall be Prime Rate Loans (the applicable Borrower being deemed to have given a timely Borrowing Request therefor for such amount); provided, however, for the purpose of determining the availability of the Commitments to make Revolving Loans immediately prior to giving effect to the application of the proceeds of such Revolving Loans, such Reimbursement Obligation shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payableoutstanding at such time.

Disbursements. The Lender Issuer will notify the Borrower, applicable Borrower or Borrowers and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of Credit, together with notice of the date (the “a "Disbursement Date”") such payment shall have been or be made (each such payment, a “Disbursement”)made. Prior to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice Subject to the Borrower terms and provisions of the Disbursement Datesuch Letter of Credit, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. The applicable Borrower or Borrowers will reimburse the Lender Issuer for all amounts which the Lender it has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together except to the extent such amounts are in respect of an LOC Liquidity Disbursement (in which case such amounts shall be reimbursed to the Issuer or the Lenders by the applicable SPC in accordance with the provisions of the Enhancement Letter of Credit Application and Agreement relating thereto (the obligation of such SPC to reimburse the Issuer or the Lenders for such amounts in accordance with such terms being herein referred to as a "Liquidity Obligation")), on the Disbursement Date, if such Borrower or Borrowers are notified of such disbursement prior to 12:00 noon (New York, New York, time) on the Disbursement Date, or on the Business Day immediately succeeding the Disbursement Date, if such Borrower or Borrowers are not so notified (the "Reimbursement Due Date"). To the extent the Issuer is not reimbursed in full in respect of any Reimbursement Obligation payable by such Borrower or Borrowers on the Disbursement Date, such Reimbursement Obligation shall accrue interest thereon from (and including) the Disbursement Date at a fluctuating rate per annum equal to the Weighted Average Term Debt sum of the Alternate Base Rate from time to time in effect, plus the Applicable Margin for ABR Loans from time to time in effect, plus from (and including) the period from the Disbursement Date through the date Reimbursement Due Date, a margin of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit200 basis points, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party payable on such Letter of Credit is the Borrower or a Subsidiary)demand. In the event the Issuer is not reimbursed by such Borrower fails to so reimburse or Borrowers on the Lender Disbursement Date for any Lender DisbursementReimbursement Obligation in respect of any Letter of Credit due and owing on such Disbursement Date, or if the Issuer must for any reason return or disgorge such reimbursement, the Lender Lenders (including the Issuer) shall, on the terms and subject to the conditions of this Agreement (including the conditions set forth in Article VI), fund such Reimbursement Obligation by making, on the next Business Day, Loans which are ABR Loans as provided in Section 2.3 (such Borrower or Borrowers being deemed to have given a timely Borrowing Request therefor for such amount); provided, however, for the purpose of determining the availability of the Commitments to make Loans immediately prior to giving effect to the application of the proceeds of such Loans, such Reimbursement Obligation shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payableoutstanding at such time.

Disbursements. The Lender An Issuer will notify the Borrower, Borrower and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of CreditCredit issued by such Issuer, together with notice of the date (the “Disbursement Date”) such payment shall have been or be made (each such payment, a “Disbursement”). Subject to the terms and provisions of such Letter of Credit and this Agreement, the applicable Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., California New York time, on the Disbursement Date if the Borrower shall have received such notice of such Disbursement on or prior to 10:00 a.m., New York time, or, if the Borrower shall have received such notice of Disbursement after 10:00 a.m., New York time, on the Disbursement Date then not later than 1:00 p.m., New York time, on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender Administrative Agent for the account of the applicable Issuer, for all amounts which the Lender that such Issuer has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt rate per annum then in effect for Base Rate Loans (with the then Applicable Margin for Loans accruing on such amount) pursuant to Section 3.2 for the period from the Disbursement Date through the date of such reimbursement (reimbursement; provided that the Borrower may, subject to the conditions to set forth herein, request in accordance with Section 2.3 that such payment be financed with a “Lender Disbursement”)Base Rate Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender applicable Issuer upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payable.

Disbursements. The Lender Subject to the terms and provisions of each Pro-Rata Letter of Credit and this Agreement, upon presentment under any Pro-Rata Letter of Credit to the Issuer thereof for payment, such Issuer shall make such payment to the beneficiary (or its designee) of such Pro-Rata Letter of Credit on the date designated for such payment (the "Disbursement Date"). Such Issuer will promptly notify Micro and each of the Borrower, promptly upon the Lender receiving knowledge thereof, Lenders of the presentment for payment of any such Pro-Rata Letter of Credit, together with notice of the date (the “Disbursement Date”) such payment shall have been or be made (each such payment, a “Disbursement”)Date thereof. Prior to 1:00 p.m.12:00 noon, California Eastern time, on the first (1st) next Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower Micro will reimburse the Lender Administrative Agent, for the account of such Issuer, for all amounts which the Lender has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Pro-Rata Letter of Credit, together with all interest accrued thereon since the Disbursement Date. To the extent the Administrative Agent does not receive payment in full, on behalf of the relevant Issuer on the Disbursement Date, Micro's Pro-Rata Reimbursement Obligation shall accrue interest at a fluctuating rate equal to the Reference Rate plus 1/2 of 1% per annum, payable on demand. In the event Micro fails to notify the Administrative Agent and the relevant Issuer prior to 1:00 p.m., Eastern time, on the Disbursement Date that Micro intends to pay the Administrative Agent, for the account of such Issuer, for the amount of such drawing with funds other than proceeds of Pro-Rata Revolving Loans, or the Administrative Agent does not receive such reimbursement payment from Micro prior to 1:00 p.m., Eastern time on the Disbursement Date (or if the relevant Issuer must for any reason return or disgorge such reimbursement), the Administrative Agent shall promptly notify the Lenders, and Micro shall be deemed to have given a timely Borrowing Request as of the Disbursement Date for Pro-Rata Revolving Loans in an aggregate principal amount equal to such Pro-Rata Reimbursement Obligation and the Lenders (including the relevant Issuer) shall, on the terms and subject to the conditions of this Agreement (including, without limitation, Sections 6.1 and 6.2 hereof), make Pro-Rata Revolving Loans in the amount of such Pro-Rata Reimbursement Obligation which shall be Reference Rate Loans as provided in Section 3.1; provided, however, that for the purpose of determining the availability of any unused Total Credit Commitment Amount immediately prior to giving effect to the application of the proceeds of such Pro-Rata Revolving Loans, such Pro-Rata Reimbursement Obligation shall be deemed not to be outstanding at such time. In the event that the conditions precedent to any Pro-Rata Revolving Loans deemed requested by Micro as provided in the preceding sentence shall not be satisfied at the time of such deemed request, the Lenders (including the relevant Issuer) shall make demand loans on such date for the benefit of Micro, ratably, in accordance with their respective Percentages, which loans shall: (a) aggregate in principal amount an amount equal to the applicable Pro-Rata Reimbursement Obligations; (b) be applied solely to the prompt satisfaction of such Pro-Rata Reimbursement Obligations; (c) be payable by Micro upon demand; and (d) accrue interest on the unpaid principal amount thereof from (and including) the date on which such demand loan is made until the date such loan is paid by Micro in full, at a rate per annum equal to the Weighted Average Term Debt Reference Rate for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payableplus 2% per annum.

Disbursements. The Lender Each Issuer will notify the Borrower, Borrower and the Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of Credit, together with notice of the date (the “"Disbursement Date”") such payment shall have been be made. Subject to the terms and provisions of such Letter of Credit, the applicable Issuer shall make such payment (the "Disbursement") to the beneficiary (or be made (each its designee) of such payment, a “Disbursement”)Letter of Credit. Prior to 1:00 p.m., California 11:30 a.m. (U.S. Central time, ) on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender applicable Issuer for all amounts which the Lender it has disbursed to reimburse under the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the applicable Issuer is not reimbursed by the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from on the Disbursement Date, in or if such Issuer must for any reason return or disgorge such reimbursement, the principal amount equal Lenders (including such Issuer) shall, on the terms and subject to the amount drawn under conditions of this Agreement, fund the Reimbursement Obligation therefor by making, on the next Business Day, Revolving Loans which are Base Rate Loans as provided in Section 2.1.1 (the Borrower being deemed to have given a timely Borrowing Request therefor for such Letter of Creditamount); provided, andhowever, for this purposethe purpose of determining the availability of the Commitments to make Loans immediately prior to giving effect to the application of the proceeds of such Loans, such Reimbursement Obligation shall be deemed not to be outstanding at such time. To the extent the applicable Issuer is not reimbursed in full in accordance with the preceding sentences, the conditions precedent in Article V or any other Borrower requirements hereunder Borrower's Reimbursement Obligation shall not apply. Any Revolving Loan deemed accrue interest at a fluctuating rate determined by reference to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payableLIBO Rate, plus a margin of 2% per annum, payable on demand.

Disbursements. The Lender Issuer will notify the Borrower, Borrower and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of CreditCredit issued by the Issuer, together with notice of the date (the “Disbursement Date”"DISBURSEMENT DATE") such payment shall have been or be made (each such payment, a “Disbursement”"DISBURSEMENT"). Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m.11:00 a.m., California New York City time, on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender Administrative Agent, for the account of the Issuer, for all amounts which the Lender Issuer has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt rate per annum then in effect for Base Rate Loans (with the then Applicable Margin for Revolving Loans accruing on such amount) pursuant to SECTION 3.2 for the period from the Disbursement Date through the date of such reimbursement; PROVIDED, HOWEVER, that unless the Borrower shall have notified the Administrative Agent and the Issuer prior to such time on the Disbursement date, the Borrower will be deemed to have requested (and shall deliver a Borrowing Request within one Business Day of the Disbursement Date confirming) that a Swing Line Loan be made in the amount of such reimbursement and the Administrative Agent shall so notify the Swing Line Lender who shall, subject to the conditions set forth herein (except for the notice, the minimum principal amount and the integral amount requirements), make a “Swing Line Loan in such amount (the proceeds of which will be wired to the Issuer unless the Issuer and the Swing Line Lender Disbursement”are the same Person, in which case a book-entry transfer may be made). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender Issuer upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payable.

Disbursements. The Lender Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Issuer of such Letter of Credit will notify the BorrowerBorrowers, and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of Credit, together with notice or of the date any draft thereunder (the “Disbursement Date”) such payment shall have been or be made (each any such payment, a “Disbursement”). Prior to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice to the Borrower of the If an Issuer shall make any Disbursement Date, the Borrower will reimburse the Lender for all amounts which the Lender has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement respect of a Letter of Credit, and it the Borrowers shall be deemed reimburse such Issuer in respect of such Disbursement by paying to be the obligor for purposes Administrative Agent an amount equal to such Disbursement not later than 3:00 p.m. on (i) the Business Day that the Lead Borrower receives notice of each such Letter Disbursement, if such notice is received prior to 10:00 a.m. (New York City time) or (ii) the Business Day immediately following the day that the applicable Borrower receives such notice, if such notice is not received prior to such time. To the extent the applicable Issuer is not reimbursed in full in accordance with the second sentence of Credit issued pursuant hereto (whether this Section, the account party Borrowers’ Reimbursement Obligation shall accrue interest at the Default Rate, payable on such Letter of Credit is the Borrower or a Subsidiary)demand. In the event the Borrower fails to so reimburse applicable Issuer is not reimbursed by the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from Borrowers on the Disbursement Date, or if such Issuer must for any reason return or disgorge such reimbursement, the Lenders shall, on the terms and subject to the conditions of this Agreement, make Loans that are Alternate Base Rate Loans on the next Business Day in the principal an aggregate amount equal to the amount drawn under Reimbursement Obligations as provided in Section 2.1 (the Lead Borrower being deemed to have given a timely Loan Request therefor for such Letter of Credit, andamount); provided that, for this purposethe purpose of determining the availability of the Commitments immediately prior to giving effect to the application of the proceeds of such Loans, the conditions precedent in Article V or any other Borrower requirements hereunder such Reimbursement Obligation shall be deemed not apply. Any Revolving Loan deemed to be outstanding at such time. The proceeds of the Loans made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall preceding sentence will be immediately due and payable.turned over to the applicable Issuer in satisfaction of the Reimbursement Obligation. 5.6

Disbursements. The Lender Issuer will notify the Borrower, Borrowers promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of Credit, together with notice of the date (the “"Disbursement Date”") such payment shall be made. Subject to the terms and provisions of such Letter of Credit, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. In paying any drawing under a Letter of Credit, the Issuer shall not have been any responsibility to obtain any document (other than any sight draft and certificates expressly required by the Letter of Credit) or be made (each to ascertain or inquire as to the validity or accuracy of any such payment, a “Disbursement”)document or the authority of the Person executing or delivering any such document. Prior to 1:00 p.m., California 12:00 noon (Chicago time, ) on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower Borrowers will reimburse the Lender Issuer for all amounts which the Lender it has disbursed to reimburse under the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit. To the extent the Issuer is not reimbursed in full in accordance with the preceding sentence, together with the Borrowers' Reimbursement Obligation shall accrue interest thereon at a fluctuating rate per annum equal to the Weighted Average Term Debt lesser of (i) the Highest Lawful Rate for or (ii) the period from Alternate Base Rate, plus the Disbursement Date through the date Applicable Margin plus a margin of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit2% per annum, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party payable on such Letter of Credit is the Borrower or a Subsidiary)demand. In the event the Borrower fails to so reimburse Issuer is not reimbursed by the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from Borrowers on the Disbursement Date, in or if Issuer must for any reason return or disgorge such reimbursement, BankAmerica shall, on the principal amount equal terms and subject to the amount drawn under conditions of this Agreement, fund the Reimbursement Obligation therefor by making, on the next Business Day, Tranche A Loans which are Base Rate Loans as provided in Section 2.1.2 (the Borrowers being deemed to have given a timely Borrowing Request therefor for such Letter of Creditamount); provided, andhowever, for this purposethe purpose of determining the availability of the Commitments to make Loans immediately prior to giving effect to the application of the proceeds of such Loans, the conditions precedent in Article V or any other Borrower requirements hereunder such Reimbursement Obligation shall be deemed not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payableoutstanding at such time.

Disbursements. The Lender Each Issuer will notify the Borrower, applicable Revolving Credit Borrower and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Revolving Credit Letter of Credit, together with notice of the date (the “a "Disbursement Date”") such payment shall have been be made. Subject to the terms and provisions of such Revolving Credit Letter of Credit, the applicable Issuer shall make such payment to the beneficiary (or be made (each its designee) of such payment, a “Disbursement”)Revolving Credit Letter of Credit. Prior to 1:00 p.m.12:00 noon, California New York City time, on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower Revolving Credit Borrowers will be obligated, on a joint and several basis, to reimburse the Lender applicable Issuer for all amounts which the Lender it has disbursed to reimburse under the issuing bank in connection with such issuing bank’s honor of a draw under such Revolving Credit Letter of Credit. To the extent the applicable Issuer is not reimbursed in full in accordance with the third sentence of this Section, together with the Revolving Credit Borrowers' Reimbursement Obligation shall accrue interest thereon at a fluctuating rate per annum equal determined by reference to the Weighted Average Term Debt Alternate Base Rate plus the Applicable Revolving Loan Margin for the period from the Disbursement Date through the date Base Rate Loans plus a margin of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit5.0% per annum, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party payable on such Letter of Credit is the Borrower or a Subsidiary)demand. In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that applicable Issuer is not reimbursed by the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from Credit Borrowers on the Disbursement Date, in or if such Issuer must for any reason return or disgorge such reimbursement, the principal amount equal Revolving Credit Lenders (including such Issuer) shall, on the terms and subject to the amount drawn under conditions of this Agreement, fund the Reimbursement Obligation therefor by making, on the next Business Day, Revolving Credit Loans which are Base Rate Loans as provided in Section 2.1.2 (the Revolving Credit Borrowers being deemed to have given a timely Borrowing Request therefor for such Letter of Creditamount); provided, andhowever, for this purposethe purpose of determining the availability of the Revolving I Credit Commitments to make Revolving I Credit Loans immediately prior to giving effect to the application of the proceeds of such Revolving Credit Loans, the conditions precedent in Article V or any other Borrower requirements hereunder such Reimbursement Obligation shall be deemed not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payableoutstanding at such time.

Disbursements. The Lender Each Issuer will notify the Borrower, Borrower and the Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of CreditCredit issued by such Issuer, together with notice of the date (the “Disbursement Date”) such payment shall have been be made. Subject to the terms and provisions of such Letter of Credit, the applicable Issuer shall make such payment to the beneficiary (or be made (each its designee) of such payment, a “Disbursement”)Letter of Credit. Prior to 1:00 p.m.11:00 a.m., California Central time, on the first Disbursement Date (1st) or 11:00 a.m., Central time, on the Business Day following the Lender giving written notice to Disbursement Date if the Borrower of shall have received such notice after 10:00 a.m. on the Disbursement Date), the Borrower will reimburse the Lender applicable Issuer for all amounts which the Lender it has disbursed to reimburse the issuing bank under or in connection with such issuing bank’s honor respect of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the applicable Issuer is not reimbursed by the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from on the Disbursement Date, in the principal amount equal to the amount drawn under or if such Letter of CreditIssuer must for any reason return or disgorge such reimbursement, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date Lenders shall, on the terms and subject to the conditions of this Agreement, fund the Reimbursement Obligation therefor by making, on the next Business Day, Revolving Loans which are ABR Loans as provided in Section 2.1 (the Borrower being deemed to have given a timely Borrowing Notice therefor for such amount); provided, however, for the purpose of determining the availability of the Revolving Loan Commitments to make Revolving Loans immediately prior to giving effect to the application of the proceeds of such Revolving Loans, such Reimbursement Obligation shall be immediately due and payabledeemed not to be outstanding at such time. To the extent the applicable Issuer is not reimbursed in full in accordance with the preceding sentences, the Borrower’s Reimbursement Obligation shall accrue interest at a fluctuating rate determined by reference to the interest rate applicable to ABR Loans, plus a margin of two percent (2%) per annum, payable on demand.

Disbursements. The Lender An Issuer will notify the Borrower, Parent Borrower and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of CreditCredit issued by such Issuer, together with notice of the date (the “Disbursement Date”) such payment shall have been or be made (each such payment, a “Disbursement”). Prior Subject to the terms and provisions of such Letter of Credit and this Agreement, the applicable Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Not later than 1:00 p.m.p.m. on (i) a Disbursement Date, California timeif the Parent Borrower shall have received notice of such Disbursement prior to 10:00 a.m. on such Disbursement Date, on or (ii) the first (1st) Business Day immediately following the Lender giving written a Disbursement Date, if such notice to the Borrower of the is received after 10:00 a.m. on such Disbursement Date, the Parent Borrower will reimburse such Issuer directly in full for such Disbursement. Each such reimbursement shall be made in immediately available funds together (in the Lender for all amounts which the Lender has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor case of a draw under reimbursement made on such Letter of Creditimmediately following Business Day, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt rate per annum then in effect for Base Rate Loans (with the then Applicable Margin for Revolving Loans accruing on such amount) pursuant to Section 3.2 for the period from the Disbursement Date through the date of such reimbursement, provided that if such reimbursement (a “Lender Disbursement”)is not made when due pursuant to this Section 2.6.2, then the interest rates set forth in Section 3.2.2 shall apply. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Parent Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender applicable Issuer upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto hereunder (whether the account party on such Letter of Credit is the Parent Borrower or a Subsidiary). In the event that an Issuer makes any Disbursement and the Parent Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed have reimbursed such amount in full to be made such Issuer pursuant to this Section 2.6(b2.6.2, such Issuer shall promptly notify the Administrative Agent which shall promptly notify each Revolving Loan Lender of such failure, and each Revolving Loan Lender (other than such Issuer) shall promptly and advanced after unconditionally pay in same day funds to the Administrative Agent for the account of such Issuer the amount of such Revolving Loan Lender’s Revolving Loan Percentage of such unreimbursed Disbursement. If an Issuer so notifies the Administrative Agent, and the Administrative Agent so notifies the Revolving Loan Maturity Date Lenders prior to 2:00 p.m., on any Business Day, each such Revolving Loan Lender shall make available to such Issuer such Revolving Loan Lender’s Revolving Loan Percentage of the amount of such payment on such Business Day in same day funds (or if such notice is received by such Revolving Loan Lenders after 2:00 p.m. on the day of receipt, payment shall be made on the immediately due following Business Day). If and payableto the extent such Revolving Loan Lender shall not have so made its Revolving Loan Percentage of the amount of such payment available to the applicable Issuer, such Revolving Loan Lender agrees to pay to such Issuer forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to the Administrative Agent for the account of such Issuer, at the Federal Funds Rate.

Disbursements. The Lender Issuer will notify the Borrower, Borrower and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of CreditCredit issued by the Issuer, together with notice of the date (the “Disbursement Date”) such payment shall have been or be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(C), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., California New York City time, on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender Administrative Agent, for the account of Issuer, for all amounts which the Lender Issuer has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of CreditCredit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt interest rate then in effect for Base Rate Loans pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the Loans, the Borrower shall be deemed to have timely given a “Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender Disbursement”(other than the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share of such Borrowing to the Administrative Agent, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount of such draw notwithstanding (I) that the amount of such Borrowing may not comply with the minimum amount of Borrowings otherwise required hereunder, (II) whether any conditions specified in Section 5.2 are then satisfied, (III) whether a Default or an Event of Default then exists, (IV) failure of any such deemed request for a Borrowing to be made by the time otherwise required in Section 2.1, (V) the date of such Borrowing (provided that such date must be a Business Day), or (VI) any termination of the Commitments immediately prior to such Borrowing or contemporaneously therewith. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Creditherein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payable.

Disbursements. The Lender Issuer will notify the Borrower, Borrower promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of Credit, together with notice of the date (the “Disbursement Date”"DISBURSEMENT DATE") such payment shall be made. Subject to the terms and provisions of such Letter of Credit, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. In paying any drawing under a Letter of Credit, the Issuer shall not have been any responsibility to obtain any document (other than to obtain and review any sight draft and certificates expressly required by the Letter of Credit) or be made (each to ascertain or inquire as to the validity or accuracy of any such payment, a “Disbursement”)document or the authority of the Person executing or delivering any such document. Prior to 1:00 p.m., California 12:00 noon (New York time, ) on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender Issuer for all amounts which the Lender it has disbursed to reimburse under the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit. To the extent the Issuer is not reimbursed in full in accordance with the preceding sentence, together with the Borrower's Reimbursement Obligation shall accrue interest thereon at a fluctuating rate per annum equal to the Weighted Average Term Debt lesser of (i) the Highest Lawful Rate for or (ii) the period from Alternate Reference Rate, plus the Disbursement Date through the date Applicable Margin, plus a margin of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit3% per annum, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party payable on such Letter of Credit is the Borrower or a Subsidiary)demand. In the event the Issuer is not reimbursed by the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from on the Disbursement Date, in or if the principal amount equal Issuer must for any reason return or disgorge such reimbursement, the Lender shall, on the terms and subject to the amount drawn under conditions of this Agreement, fund the Reimbursement Obligation therefor by making, on the next Business Day, Loans as provided in SECTION 2.1.1 (the Borrower being deemed to have given a timely Borrowing Request therefor for such Letter of Creditamount); PROVIDED, andHOWEVER, for this purposethe purpose of determining the availability of the Commitments to make Loans immediately prior to giving effect to the application of the proceeds of such Loans, the conditions precedent in Article V or any other Borrower requirements hereunder such Reimbursement Obligation shall be deemed not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payableoutstanding at such time.

Disbursements. The Lender An Issuer will notify the Borrower, Borrower and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of CreditCredit issued by such Issuer, together with notice of the date (the “"Disbursement Date”") such payment shall have been or be made (each such payment, a “"Disbursement”"). Subject to the terms and provisions of such Letter of Credit and this Agreement, the applicable Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., California time, 12:00 noon on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will (a) deliver a Borrowing Notice to the Administrative Agent in order to refinance such Reimbursement Obligation with a Revolving Loan accruing at the Base Rate or (b) reimburse the Lender applicable Issuer, for all amounts which the Lender such Issuer has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt rate per annum then in effect for Base Rate Loans (with the then Applicable Margin for Revolving Loans accruing on such amount) pursuant to Section 3.2 for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”)reimbursement. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender applicable Issuer upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto hereunder (whether the account party on such Letter of Credit is the Borrower or a SubsidiarySubsidiary Guarantor). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payable.

Disbursements. The Lender Issuer will notify the Borrower, Borrower and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of CreditCredit issued by the Issuer, together with notice of the date (the “Disbursement Date”) such payment shall have been or be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement, provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., California New York City time, on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender Administrative Agent, for the account of Issuer, for all amounts which the Lender Issuer has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of CreditCredit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the Loans, the Borrower shall be deemed to have timely given a “Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender Disbursement”)(other than the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share of such Borrowing to the Administrative Agent, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Creditherein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payable.

Disbursements. The Lender Issuer will notify the Borrower, Borrower and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of Credit, together with notice of the date (the “a "Disbursement Date”") such payment shall have been be made. Subject to the terms and provisions of such Letter of Credit, the Issuer shall make such payment to the beneficiary (or be made (each its designee) of such payment, a “Disbursement”)Letter of Credit. Prior to 1:00 p.m.11:00 a.m. (New York City, California New York time, ) on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender Issuer for all amounts which the Lender it has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal except to the Weighted Average Term Debt Rate for extent such amounts are in respect of an LOC Liquidity Disbursement (in which case such amounts shall be reimbursed to the period from Issuer or the Disbursement Date through Lenders by the date applicable SPC in accordance with the provisions of the Enhancement Letter of Credit Application and Agreement relating thereto (the obligation of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated SPC to reimburse the Lender upon each Lender Disbursement Issuer or the Lenders for such amounts in accordance with such terms being herein referred to as a "Liquidity Obligation")). To the extent the Issuer is not reimbursed in full in respect of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is any Reimbursement Obligation payable by the Borrower or in accordance with the immediately preceding sentence, such Reimbursement Obligation shall accrue interest at a Subsidiary)fluctuating rate determined by reference to the Alternate Base Rate, plus a margin of 2.0% per annum, payable on demand. In the event the Issuer is not reimbursed by the Borrower fails to so reimburse on the Lender Disbursement Date for any Lender DisbursementReimbursement Obligation in respect of any General Letter of Credit due and owing on such Disbursement Date, or if the Issuer must for any reason return or disgorge such reimbursement, the Lender Lenders (including the Issuer) shall, on the terms and subject to the conditions of this Agreement (including the conditions set forth in Article VI), fund such Reimbursement Obligation by making, on the next Business Day, Loans which are ABR Loans as provided in Section 2.3 (the Borrower being deemed to have given a timely Borrowing Request therefor for such amount); provided, however, for the purpose of determining the availability of the Commitments to make Loans immediately prior to giving effect to the application of the proceeds of such Loans, such Reimbursement Obligation shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payableoutstanding at such time.

Disbursements. The Lender will notify the Borrowera. At least one (1) Business Day (by 11:00 a.m. Columbus, promptly upon the Lender receiving knowledge thereof, Ohio time) prior to each date a disbursement of the presentment Loan is to be made hereunder pursuant to this Agreement (or at least three (3) LIBOR Business Days [by 11:00 a.m. Columbus, Ohio time] for payment of any Letter of Creditdisbursements to be made at the Adjusted LIBOR Rate), together with notice the Agent shall notify each Lender of the proposed disbursement. Each Lender shall make available to Agent (or the funding Lender or entity designated by the Agent), the amount of such Lender's Percentage of such disbursement (with respect to such Lender, such amount being referred to herein as an "Advance") in immediately available funds not later than 11:00 a.m. (Columbus, Ohio time) on the date such disbursement is to be made (such date being referred to herein as a "Funding Date"). Unless the “Disbursement Date”) such payment Agent shall have been or be made (each notified by any Lender prior to such payment, a “Disbursement”). Prior time for funding in respect of any Advance that such Lender does not intend to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice make available to the Agent such Lender's Advance, the Agent may assume that such Lender has made such amount available to the Agent and the Agent, in its sole discretion, may, but shall not be obligated to, make available to Borrower of a corresponding amount. If such corresponding amount is not in fact made available to the Disbursement Agent by such Lender on or prior to the respective Funding Date, the such Lender agrees to pay and Borrower will reimburse the Lender for all amounts which the Lender has disbursed agrees to reimburse the issuing bank in connection with repay to Agent forthwith on demand such issuing bank’s honor of a draw under such Letter of Credit, corresponding amount together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate thereon, for the period each day from the Disbursement Date through date such amount is made available to Borrower until the date such amount is paid or repaid to Agent, at (A) in the case of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of CreditLender, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of CreditFederal Funds Effective Rate, and it shall be deemed (B) in the case of Borrower, the interest rate applicable at the time to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party a disbursement made on such Letter of Credit is the Borrower or a Subsidiary)Funding Date. In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the If such Lender shall be deemed pay to have madeAgent such corresponding amount, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed)such amount so paid shall constitute such Lender's Advance, and interest if both such Lender and Borrower shall accrue from the Disbursement Datehave paid and repaid, respectively, such corresponding amount, Agent shall promptly return to Borrower such corresponding amount in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payablesame day funds.

Disbursements. The Lender Each Issuer will notify the Borrower, Revolving Borrower and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of Credit, together with notice of the date (the “Disbursement Date”a "DISBURSEMENT DATE") such payment shall have been be made. Subject to the terms and provisions of such Letter of Credit, the applicable Issuer shall make such payment to the beneficiary (or be made (each its designee) of such payment, a “Disbursement”)Letter of Credit. Prior to 1:00 p.m.10:00 a.m., California San Francisco time, on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Revolving Borrower will reimburse the Lender applicable Issuer for all amounts which the Lender it has disbursed or is required to reimburse disburse under the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of CreditCredit on such date. To the extent the applicable Issuer is not reimbursed in full in accordance with the THIRD SENTENCE of this Section, together with the Revolving Borrower's Reimbursement Obligation shall accrue interest thereon at a fluctuating rate per annum equal to the Weighted Average Term Debt Alternate Base Rate for through and including the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from first Business Day after the Disbursement Date, in the principal amount and thereafter at a fluctuating rate equal to the amount drawn under such Letter Alternate Base Rate plus a margin of Credit2.0% PER ANNUM, andin each case, payable on demand. The Revolving Borrower may borrow Revolving Loans hereunder in order to pay any Reimbursement Obligation, subject to the terms and conditions hereof (except for the minimum amounts for Borrowings set forth in SECTION 2.3) including satisfaction of the conditions set forth in SECTION 6.2, PROVIDED, HOWEVER, for this purposethe purpose of determining the availability of the Commitments to make Revolving Loans immediately prior to giving effect to the application of the proceeds of such Revolving Loans, the conditions precedent in Article V or any other Borrower requirements hereunder such Reimbursement Obligation shall be deemed not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payableoutstanding at such time.

Disbursements. The Lender Subject to the terms and provisions of each Pro-Rata Letter of Credit and this Agreement, upon presentment under any Pro-Rata Letter of Credit to the Issuer thereof for payment, such Issuer shall make such payment to the beneficiary (or its designee) of such Pro-Rata Letter of Credit on the date designated for such payment (the "DISBURSEMENT DATE"). Such Issuer will promptly notify the Borrower, promptly upon relevant Primary Borrower and each of the Lender receiving knowledge thereof, Lenders of the presentment for payment of any such Pro-Rata Letter of Credit, together with notice of the date (the “Disbursement Date”) such payment shall have been or be made (each such payment, a “Disbursement”)Date thereof. Prior to 1:00 p.m.12:00 noon, California London time, on the first (1st) next Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower Micro will reimburse the Lender Administrative Agent, for the account of such Issuer, for all amounts which the Lender has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such EUROPEAN CREDIT AGREEMENT 41 Pro-Rata Letter of Credit, together with all interest accrued thereon since the Disbursement Date. To the extent the Administrative Agent does not receive payment in full, on behalf of the relevant Issuer on the Disbursement Date, the relevant Primary Borrower's Pro-Rata Reimbursement Obligation shall accrue interest, payable on demand, at a an annual rate per annum equal to the Weighted Average Term Debt Reference Rate for through the period from first Business Day following the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything equal to the contrary contained herein or in any separate application for any Letter sum of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary)Reference Rate plus 0.50% thereafter. In the event the relevant Primary Borrower fails to so reimburse notify the Lender Administrative Agent and the relevant Issuer prior to 1:00 p.m., London time, on the Disbursement Date that the relevant Primary Borrower intends to pay the Administrative Agent, for the account of such Issuer, for the amount of such drawing with funds other than proceeds of Pro-Rata Revolving Loans, or the Administrative Agent does not receive such reimbursement payment from the relevant Primary Borrower prior to 1:00 p.m., London time on the Disbursement Date (or if the relevant Issuer must for any Lender Disbursementreason return or disgorge such reimbursement), the Lender Administrative Agent shall promptly notify the Lenders, and the relevant Primary Borrower shall be deemed to have made, without further notice to the Borrower, given a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from timely Borrowing Request as of the Disbursement Date, Date for Pro-Rata Revolving Loans in the an aggregate principal amount equal to such Pro-Rata Reimbursement Obligation and the Lenders (including the relevant Issuer) shall, on the terms and subject to the conditions of this Agreement (including, without limitation, SECTIONS 6.1 and 6.2 hereof), make Pro-Rata Revolving Loans in the amount drawn under of such Letter Pro-Rata Reimbursement Obligation as provided in SECTION 3.1; provided that for the purpose of Creditdetermining the availability of any unused Total Credit Commitment Amount immediately prior to giving effect to the application of the proceeds of such Pro-Rata Revolving Loans, and, for this purpose, such Pro-Rata Reimbursement Obligation shall be deemed not to be outstanding at such time. In the event that the conditions precedent to any Pro-Rata Revolving Loans deemed requested by the relevant Primary Borrower as provided in Article V or any other Borrower requirements hereunder the preceding sentence shall not apply. Any Revolving Loan be satisfied at the time of such deemed request, the Lenders (including the relevant Issuer) shall make demand loans on such date for the benefit of the relevant Primary Borrower, ratably, in accordance with their respective Adjusted Percentages, which loans shall: (a) aggregate in principal amount an amount equal to the applicable Pro-Rata Reimbursement Obligations; (b) be applied solely to the prompt satisfaction of such Pro-Rata Reimbursement Obligations; (c) be payable by the relevant Primary Borrower upon demand; and (d) accrue interest on the unpaid principal amount thereof from (and including) the date on which such demand loan is made pursuant until the date such loan is paid by the relevant Primary Borrower in full, at an annual rate equal to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payableReference Rate plus 2%.

Disbursements. The 13.4.1 At least two (2) Business Days (by 11:00 a.m. Eastern Time) prior to each date a disbursement of a Loan is to be made or a Letter of Credit to be issued hereunder pursuant to this Agreement (or at least two (2) LIBOR Business Days by 11:00 a.m. Eastern Time for any disbursements to be made at the Adjusted LIBOR Rate), the Agent shall notify each Lender will notify the Borrower, promptly upon the Lender receiving knowledge thereof, of the presentment for payment proposed disbursement or issuance. Each Lender shall make available to Agent (or the funding Lender or entity designated by the Agent), the amount of any Letter such Lender's Percentage of Creditsuch disbursement or issuance (with respect to such Lender, together with notice of such amount being referred to herein as an "Advance") in immediately available funds not later than 11:00 a.m. Eastern Time on the date such disbursement is to be made (such date being referred to herein as a "Funding Date"). Unless the “Disbursement Date”) such payment Agent shall have been or be made (each notified by any Lender prior to such payment, a “Disbursement”). Prior time for funding in respect of any Advance that such Lender does not intend to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice make available to the Agent such Lender's Advance, the Agent may assume that such Lender has made such amount available to the Agent and the Agent, in its sole discretion, may, but shall not be obligated to, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender on or prior to the respective Funding Date, such Lender agrees to pay and Borrower agrees to repay to Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is paid or repaid to Agent, at (A) in the case of such Lender, the Disbursement Federal Funds Effective Rate, and (B) in the case of Borrower, the interest rate applicable at the time to a disbursement made on such Funding Date. If such Lender shall pay to Agent such corresponding amount, such amount so paid shall constitute such Lender's Advance, and if both such Lender and Borrower shall have paid and repaid, respectively, such corresponding amount, Agent shall promptly return to Borrower such corresponding amount in same day funds. If any Lender declines to make available to Agent such Lender's advance as described above, so long as no Event of Default has occurred and is continuing, upon written demand of Borrower, the Borrower will reimburse may require such Lender to sell and assign its entire interest in the Lender for all amounts which Loans pursuant to Section 13.22 hereof to an Eligible Assignee, reasonably approved by Agent, upon payment by such Eligible Assignee of the Lender has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date entire par amount of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payableLender's interest.

Disbursements. The Lender Issuer will notify the Borrower, Borrower and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of CreditCredit issued by such Issuer, together with notice of the date (the “"Disbursement Date”") such payment shall have been or be made (each such payment, a “"Disbursement”"). Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., California New York time, on the Disbursement Date if the Borrower shall have received such notice of such Disbursement on or prior to 10:00 a.m., New York time, or, if the Borrower shall have received such notice of Disbursement after 10:00 a.m., New York time, on the Disbursement Date then not later than 1:00 p.m., New York time, on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender Administrative Agent for the account of the Issuer, for all amounts which the Lender that such Issuer has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate rate per annum then in effect for ABR Loans (with the then Applicable Margin for Loans accruing on such amount) pursuant to Section 2.5 for the period from the Disbursement Date through the date of such reimbursement (reimbursement; provided that the Borrower may, subject to the conditions to set forth herein, request in accordance with Section 2.2 that such payment be financed with a “Lender Disbursement”)ABR Loan in an equivalent amount and, to the extent so financed, the Borrower's obligation to make such payment shall be discharged and replaced by the resulting Advance. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender Issuer upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payable.

Disbursements. The Lender Issuer will notify the Borrower, applicable Borrower or Borrowers and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of Credit, together with notice of the date (the “a "Disbursement Date”") such payment shall have been or be made (each such payment, a “Disbursement”)made. Prior to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice Subject to the Borrower terms and provisions of the Disbursement Datesuch Letter of Credit, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. The applicable Borrower or Borrowers will reimburse the Lender Issuer for all amounts which the Lender it has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together except to the extent such amounts are in respect of an LOC Liquidity Disbursement (in which case such amounts shall be reimbursed to the Issuer or the Lenders by the applicable SPC in accordance with the provisions of the Enhancement Letter of Credit Application and Agreement relating thereto (the obligation of such SPC to reimburse the Issuer or the Lenders for such amounts in accordance with such terms being herein referred to as a "Liquidity Obligation")), on the Disbursement Date, if such Borrower or Borrowers are notified of such disbursement prior to 12:00 noon (New York, New York, time) on the Disbursement Date, or on the Business Day immediately succeeding the Disbursement Date, if such Borrower or Borrowers are not so notified (the "Reimbursement Due Date"). To the extent the Issuer is not reimbursed in full in respect of any Reimbursement Obligation payable by such Borrower or Borrowers on the Disbursement Date, such Reimbursement Obligation shall accrue interest thereon from (and including) the Disbursement Date at a fluctuating rate per annum equal to the Weighted Average Term Debt sum of the Alternate Base Rate from time to time in effect, plus the Applicable Margin for ABR Loans from time to time in effect, plus from (and including) the period from the Disbursement Date through the date Reimbursement Due Date, a margin of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit200 basis points, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party payable on such Letter of Credit is the Borrower or a Subsidiary)demand. In the event the Issuer is not reimbursed by such Borrower fails to so reimburse or Borrowers on the Lender Disbursement Date for any Lender DisbursementReimbursement Obligation in respect of any Letter of Credit due and owing on such Disbursement Date, or if the Issuer must for any reason return or disgorge such reimbursement, the Lender Lenders (including the Issuer) shall, on the terms and subject to the conditions of this Agreement (including the conditions set forth in Article VI), fund such Reimbursement Obligation by making, on the next Business Day, Loans which are ABR Loans as provided in Section 2.3 (such Borrower or Borrowers being deemed to have given a timely Borrowing Request therefor for such amount unless, prior to the making of such Loans, such Borrower or Borrowers shall have notified the Administrative Agent, in writing, that such Borrower or Borrowers cannot satisfy the conditions set forth in Article VI (each Borrower hereby agreeing to immediately provide the Administrative Agent with such notice)); provided, however, for the purpose of determining the availability of the Commitments to make Loans immediately prior to giving effect to the application of the proceeds of such Loans, such Reimbursement Obligation shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payableoutstanding at such time.

Disbursements. The Lender Issuer will notify the Borrower, Borrower and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of CreditCredit issued by such Issuer, together with notice of the date (the “Disbursement Date”) such payment shall have been or be made (each such payment, a “Disbursement”). Prior to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice Subject to the Borrower terms and provisions of such Letter of Credit and this Agreement, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit on the Disbursement Date, the . Borrower will reimburse the Lender Administrative Agent for the account of the Issuer, for all amounts which the Lender that such Issuer has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate rate per annum then in effect for ABR Loans (with the then Applicable Margin for Loans accruing on such amount) pursuant to Section 2.5 for the period from the Disbursement Date through the date of such reimbursement (reimbursement; provided that the Borrower may, subject to the conditions to set forth herein, request in accordance with Section 2.2 that such payment be financed with a “Lender Disbursement”)ABR Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Advance. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender Issuer upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payable.

Disbursements. The At least two (2) Business Days (by 11:00 A.M. New York time) prior to the date an Additional Advance is to be made (such date being referred to herein as a “Funding Date”), Administrative Agent shall notify each Lender will notify of the amount requested by Borrower, promptly upon the Lender receiving knowledge thereofamount approved by Administrative Agent, the portion of the presentment for payment proposed disbursement to be funded by each Lender and the Funding Date. Each Lender shall make available to Administrative Agent (or the funding bank or entity designated by Administrative Agent), the amount of any Letter such Lender’s Percentage of Credit, together with notice of each Additional Advance in immediately available funds not later than 11:00 A.M. (New York time) on the date (the “Disbursement Funding Date”) such payment . Unless Administrative Agent shall have been or be made (each such payment, notified by a “Disbursement”). Prior to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice prior to the Funding Date with respect to any Additional Advance that such Lender does not intend to make available to Administrative Agent such Lender’s Percentage of such Additional Advance, Administrative Agent may assume that each Lender has made such amount available to Administrative Agent and Administrative Agent, in its sole and absolute discretion, may, but shall not be obligated to, make available to Borrower of a corresponding amount. If such corresponding amount is not in fact made available to Administrative Agent on or prior to the Disbursement applicable Funding Date, the Lender who has not funded its Percentage of such Additional Advance agrees to pay and Borrower will reimburse the Lender for all amounts which the Lender has disbursed agrees to reimburse the issuing bank in connection with repay to Administrative Agent forthwith on demand such issuing bank’s honor of a draw under such Letter of Credit, corresponding amount together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate thereon, for the period each day from the Disbursement Date through date such amount is made available to Borrower until the date such amount is paid or repaid to Administrative Agent, at (a) in the case of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of CreditLender, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of CreditDefault Rate, and it (b) in the case of Borrower, the interest rate applicable at the time to a disbursement made on such Funding Date. If such Lender shall pay to Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s Additional Advance, and if both such Lender and Borrower shall have paid and repaid, respectively, such corresponding amount, Administrative Agent shall promptly return to Borrower such corresponding amount in same day funds. Requests by Administrative Agent for funding by the Lenders of Additional Advances will be made by facsimile or by e-mail. Nothing in this Section 10.4 shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for relieve any Lender Disbursementof its obligation hereunder to make its Percentage of any Additional Advance on any Funding Date, nor shall any Lender be responsible for the failure of any other Lender to perform its obligations to make any Additional Advance hereunder, and the Commitment of any Lender shall not be deemed to have made, without further notice to increased or decreased as a result of the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or failure by any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed Lender to be made pursuant perform its obligation to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payablemake any Additional Advances hereunder.

Disbursements. The Lender Issuer will notify the Borrower, Borrower and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of CreditCredit issued by the Issuer, together with notice of the date (the “Disbursement Date”) such payment shall have been or be made (each such payment, a “Disbursement”). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(C), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., California New York City time, on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender Administrative Agent, for the account of Issuer, for all amounts which the Lender Issuer has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of CreditCredit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt interest rate then in effect for Base Rate Loans pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”)reimbursement. Without limiting in any way the foregoing and notwithstanding Notwithstanding anything contained herein to the contrary contained herein or in any separate application contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for any Letter the amount of Creditsuch drawing with funds other than the proceeds of the Loans, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice timely given a Notice of Borrowing pursuant to Section 2.3 to the BorrowerAdministrative Agent, requesting a Revolving Loan (notwithstanding that Borrowing of Base Rate Loans on the Revolving Loan Commitment Termination Date may have passed), date on which such drawing is honored and interest shall accrue from the Disbursement Date, in the principal an amount equal to the amount drawn under of such Letter drawing less amounts, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of Creditthis Section 2.6.2. Each Lender (other than the Issuer) shall, andin accordance with Section 2.3.1, for this purposemake available its pro rata share of such Borrowing to the Administrative Agent, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date proceeds of which shall be immediately due and payable.applied directly by the Administrative Agent to reimburse the Issuer for the amount of such draw notwithstanding (I) that the amount of such Borrowing may not comply with the minimum amount of Borrowings otherwise required hereunder, (II) whether any conditions specified in

Disbursements. The Lender An Issuer will notify the Borrower, Borrower and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of CreditCredit issued by such Issuer, together with notice of the date (the “Disbursement Date”) such payment shall have been or be made (each such payment, a “Disbursement”). Subject to the terms and provisions of such Letter of Credit and this Agreement, the applicable Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., California New York time, on the Disbursement Date if the Borrower shall have received such notice of such Disbursement on or prior to 10:00 a.m., New York time, or, if the Borrower shall have received such notice of Disbursement after 10:00 a.m., New York time, on the Disbursement Date then not later than 1:00 p.m., New York time, on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender Administrative Agent for the account of the applicable Issuer, for all amounts which the Lender that such Issuer has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt rate per annum then in effect for Base Rate Loans (with the then Applicable Margin for Loans accruing on such amount) pursuant to Section 3.2 for the period from the Disbursement Date through the date of such reimbursement (reimbursement; provided that the Borrower may, subject to the conditions to set forth herein, request in accordance with Section 2.3 that such payment be financed with a “Lender Disbursement”)Base Rate Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender applicable Issuer upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto hereunder (whether the account party on such Letter of Credit is the Borrower or a SubsidiarySubsidiary Guarantor). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payable.

Disbursements. The Lender will notify the Borrowera. At least one (1) Business Day (by 11:00 a.m. Columbus, promptly upon the Lender receiving knowledge thereof, Ohio time) prior to each date a disbursement of the presentment Revolving Facility is to be made hereunder pursuant to this Agreement (or at least three (3) LIBOR Business Days [by 11:00 a.m. Columbus, Ohio time] for payment of any Letter of Creditdisbursements to be made at the Adjusted LIBOR Rate), together with notice the Agent shall notify each Lender of the proposed disbursement. Each Lender shall make available to Agent (or the funding Lender or entity designated by the Agent), the amount of such Lender’s Percentage of such disbursement (with respect to such Lender, such amount being referred to herein as an “Advance”) in immediately available funds not later than 11:00 a.m. (Columbus, Ohio time) on the date such disbursement is to be made (the such date being referred to herein as a “Disbursement Funding Date”) such payment ). Unless the Agent shall have been or be made (each notified by any Lender prior to such payment, a “Disbursement”). Prior time for funding in respect of any Advance that such Lender does not intend to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice make available to the Agent such Lender’s Advance, the Agent may assume that such Lender has made such amount available to the Agent and the Agent, in its sole discretion, may, but shall not be obligated to, make available to Borrower of a corresponding amount. If such corresponding amount is not in fact made available to the Disbursement Agent by such Lender on or prior to the respective Funding Date, the such Lender agrees to pay and Borrower will reimburse the Lender for all amounts which the Lender has disbursed agrees to reimburse the issuing bank in connection with repay to Agent forthwith on demand such issuing bank’s honor of a draw under such Letter of Credit, corresponding amount together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate thereon, for the period each day from the Disbursement Date through date such amount is made available to Borrower until the date such amount is paid or repaid to Agent, at (A) in the case of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of CreditLender, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of CreditFederal Funds Effective Rate, and it shall be deemed (B) in the case of Borrower, the interest rate applicable at the time to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party a disbursement made on such Letter of Credit is the Borrower or a Subsidiary)Funding Date. In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the If such Lender shall be deemed pay to have madeAgent such corresponding amount, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed)such amount so paid shall constitute such Lender’s Advance, and interest if both such Lender and Borrower shall accrue from the Disbursement Datehave paid and repaid, respectively, such corresponding amount, Agent shall promptly return to Borrower such corresponding amount in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payablesame day funds.

Disbursements. Conversion to ---------------------------- Revolving Loans. The Lender Issuer --------------- will notify the Borrower, Parent and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of CreditCredit issued by the Issuer, together with notice of the date (the “"Disbursement Date”") such payment shall have been or be made (each such payment, a “"Disbursement”"). Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m.12:00 noon, California New York time, on the first (1st) Business Day following the Lender giving written notice Disbursement Date (the "Disbursement Due Date"), the Borrowers shall be obligated, on a joint and several basis, to reimburse the Borrower Administrative Agent, for the account of the Disbursement DateIssuer, the Borrower will reimburse the Lender for all amounts which the Lender Issuer has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at the rate per annum otherwise applicable to Revolving Loans (made as Base Rate Loans) from and including the Disbursement Date to but excluding the Disbursement Due Date and, thereafter (unless such Disbursement is converted into a Base Rate Loan on the Disbursement Due Date), at a rate per annum equal to the Weighted Average Term Debt rate per annum then in effect with respect to overdue Revolving Loans (made as Base Rate Loans) pursuant to Section 3.2.2 for the period from and including the Disbursement Due Date through to but excluding the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way reimbursement; provided, however, that, if no Default shall have then occurred and be continuing, unless the foregoing and notwithstanding anything Borrowers have notified the Administrative Agent no later than one Business Day prior to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees Disbursement Due Date that it shall be obligated to will reimburse the Lender upon each Lender Issuer for the applicable Disbursement, then the amount of the Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan constituting a Base Rate Loan and following the giving of notice thereof by the Administrative Agent to the Lenders, each Lender with a commitment to make Revolving Loans (notwithstanding that other than the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from Issuer) will deliver to the Issuer on the Disbursement Date, Due Date immediately available funds in the principal an amount equal to such Lender's Percentage of such Revolving Loan. Each conversion of Disbursement amounts into Revolving Loans shall constitute a representation and warranty by the amount drawn under Borrowers that on the date of the making of such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this all of the statements set forth in Section 2.6(b) 5.2.1 are true and advanced after the Revolving Loan Maturity Date shall be immediately due and payablecorrect.

Disbursements. The Lender An Issuer will notify the Borrower, Borrower and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of CreditCredit issued by such Issuer, together with notice of the date (the “Disbursement Date”) such payment shall have been or be made (each such payment, a “Disbursement”). Subject to the terms and provisions of such Letter of Credit and this Agreement, the applicable Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., California New York time, on the Disbursement Date if the Borrower shall have received such notice of such Disbursement on or prior to 10:00 a.m., New York time, or, if the Borrower shall have received such notice of Disbursement after 10:00 a.m., New York time, on the Disbursement Date then not later than 1:00 p.m., New York time, on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender Administrative Agent for the account of the applicable Issuer, for all amounts which the Lender that such Issuer has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt rate per annum then in effect for Base Rate Loans (with the then Applicable Margin for Loans accruing on such amount) pursuant to Section 3.2 for the period from the Disbursement Date through the date of such reimbursement (reimbursement; provided that the Borrower may, subject to the conditions to set forth herein, request in accordance with Section 2.3.1 that such payment be financed with a “Lender Disbursement”)Base Rate Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender applicable Issuer upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan Credit Agreement (notwithstanding that the Revolving Loan Commitment Termination Date may have passedFirst Lien), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payable.

Disbursements. The (a) At least one (1) Business Day (by 11:00 a.m. Cleveland time) prior to the date the Loan is to be disbursed hereunder pursuant to this Agreement (or at least two (2) LIBOR Business Days by 11:00 a.m. Cleveland time for such disbursement to be made at the Adjusted LIBOR Rate), the Agent shall notify each Lender will notify the Borrower, promptly upon the Lender receiving knowledge thereof, of the presentment for payment proposed disbursement. Each Lender shall make available to Agent (or the funding Lender or entity designated by the Agent), the amount of any Letter such Lender’s Percentage of Creditsuch disbursement (with respect to such Lender, together with notice of such amount being referred to herein as an “Advance”) in immediately available funds not later than 11:00 a.m. (Cleveland time) on the date such disbursement is to be made (the such date being referred to herein as a “Disbursement Funding Date”) such payment ). Unless the Agent shall have been or be made (each notified by any Lender prior to such payment, a “Disbursement”). Prior time for funding in respect of any Advance that such Lender does not intend to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice make available to the Borrower of Agent such Lender’s Advance, the Disbursement Agent may assume that such Lender has made such amount available to the Agent and the Agent, in its sole discretion, may, but shall not be obligated to, make available to Borrowers a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender on or prior to the respective Funding Date, the Borrower will reimburse the such Lender for all amounts which the Lender has disbursed agrees to reimburse the issuing bank in connection with pay and Borrowers agree to repay to Agent forthwith on demand such issuing bank’s honor of a draw under such Letter of Credit, corresponding amount together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate thereon, for the period each day from the Disbursement Date through date such amount is made available to Borrowers until the date such amount is paid or repaid to Agent, at (A) in the case of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of CreditLender, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of CreditFederal Funds Effective Rate, and it shall be deemed (B) in the case of Borrowers, the interest rate applicable at the time to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party a disbursement made on such Letter of Credit is the Borrower or a Subsidiary)Funding Date. In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the If such Lender shall be deemed pay to have madeAgent such corresponding amount, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed)such amount so paid shall constitute such Lender’s Advance, and interest if both such Lender and Borrowers shall accrue from the Disbursement Datehave paid and repaid, respectively, such corresponding amount, Agent shall promptly return to Borrowers such corresponding amount in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payablesame day funds.

Disbursements. The Lender will notify Escrow Agent shall hold the BorrowerEscrowed Funds in the Escrow Account and release the same only as follows: Upon receipt of a Disbursement Request, promptly upon on each Disbursement Date during the Lender receiving knowledge thereofperiod from the Business Day immediately succeeding the last day of Commitment Period through and including the Disbursement Termination Date, subject to the terms and conditions set forth in this Section 5, the Administrative Agent shall direct the Escrow Agent to make a Disbursement to the Pledgor, the proceeds of which shall be used in accordance with the terms of Sections 2.1 (as if such Disbursement were an Advance) and 6.7 of the presentment for payment Loan Agreement. There shall be no more than one (1) Disbursement by the Escrow Agent during any calendar month. The aggregate principal amount of any Letter of Crediteach Disbursement made by the Escrow Agent shall not be less than $2,500,000.00, together with notice or such lesser amount equal to the remaining amount of the date (Escrowed Funds as of the “applicable Disbursement Date”) such payment shall have been or be made . At least five (each such payment, a “Disbursement”). Prior to 1:00 p.m., California time, on the first (1st5) Business Day following the Lender giving written notice Days prior to the Borrower of the a Disbursement Date, the Borrower will reimburse Pledgor shall deliver to the Lender Administrative Agent an irrevocable written notice substantially in the form of Exhibit A (a “Disbursement Request”). The parties hereto acknowledge and agree that the funding notice requirements and conditions precedent to Advances set forth in Section 2.2(a)(i) to (iv) and Section 4.2 of the Loan Agreement shall, for purposes of this Agreement, be deemed to apply to each Disbursement, and said Section 2.2(a)(i) to (iv) and Section 4.2 are hereby incorporated by reference into this Agreement, mutatis mutandis, with each reference to an “Advance”, “Advance Date” and “Advance Request” set forth therein to be deemed to refer to the applicable “Disbursement”, “Disbursement Date” and “Disbursement Request” requested by the Pledgor hereunder. The making of a Disbursement on any Disbursement Date shall be subject to the satisfaction (or waiver pursuant to Section 13.5 of the Loan Agreement) of all amounts such conditions precedent. The Administrative Agent shall deliver a copy of each Disbursement Request to the Escrow Agent and the Collateral Agent promptly after its receipt thereof from the Pledgor. All documents and instruments required to be delivered by or on behalf of the Pledgor on any Disbursement Date (which shall be the Lender has disbursed same documents and instruments required to reimburse be delivered to the issuing bank Administrative Agent in connection with such issuing bank’s honor of a draw any Advance under such Letter of Credit, together with interest thereon at a rate per annum equal the Loan Agreement pursuant to Section 4.2 thereof) shall be delivered to the Weighted Average Term Debt Rate for Administrative Agent at its address set forth in Section 15.1 hereof, or at such other location as the period Administrative Agent shall notify in writing to the Pledgor. On the scheduled Disbursement Date, and subject to the satisfaction of the conditions set forth in Sections 5(a), 5(b) and 5(c) hereof, the Administrative Agent shall instruct the Escrow Agent, and the Escrow Agent shall, fund the amount of the requested Disbursement by wire transfer to the account designated by the Pledgor in the applicable Disbursement Request. The Pledgor shall not be entitled to submit any Disbursement Requests after the date that occurs five (5) Business Days prior to the Disbursement Termination Date, and shall not be entitled to receive any Disbursements after the Disbursement Termination Date. If, on the Disbursement Termination Date, any Escrowed Funds or other Collateral remains on deposit in, or credited to, the Escrow Account (after giving effect to any Disbursements to be made on such date pursuant to the terms hereof), such remaining Escrowed Funds and other Collateral shall be applied to satisfy the Pledgor’s scheduled payment obligations pursuant to Section 3.2(a) of the Loan Agreement (in the order of maturity). The Escrow Agent shall, on each Payment Date that occurs on or after the Disbursement Termination Date (until all Escrowed Funds and other Collateral have been disbursed from the Disbursement Date through the date of Escrow Account), disburse such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing remaining Escrowed Funds and notwithstanding anything other Collateral to the contrary contained herein Administrative Agent (for application pursuant to Section 3.2(a) of the Loan Agreement) upon the Escrow Agent’s receipt of written instructions from the Administrative Agent directing such disbursement. The provisions set forth in the preceding two sentences shall not limit or in any separate application for any Letter of Creditwaive, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall or be deemed to be limit or waive, the obligor for purposes rights and remedies of each such Letter the Administrative Agent, the Collateral Agent or the other Secured Parties available under the Loan Agreement or the other Loan Documents or otherwise available under applicable law, in equity or otherwise, in connection with the occurrence of Credit issued an Event of Default (including, without limitation, the acceleration of the Obligations pursuant hereto (whether to Section 10 of the account party on such Letter Loan Agreement and the application of Credit is Collateral or proceeds of Collateral in accordance with the Borrower or a SubsidiaryLoan Documents). In Upon the event release of any Collateral from the Borrower fails to so reimburse Escrow Account or otherwise in accordance with the Lender for any Lender Disbursementterms of this Agreement, the Lender shall security interest evidenced by this Agreement in such released Collateral will automatically terminate and be deemed to have made, without of no further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), force and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder effect. The Escrow Agent shall not apply. Any Revolving Loan deemed be required to be made liquidate any Collateral Investment in order to make any disbursement or release hereunder unless (i) required to do so to effect any Disbursement or other distribution pursuant to this Section 2.6(b5, (ii) instructed to do so by written instructions executed by both the Pledgor and advanced after the Revolving Loan Maturity Date Collateral Agent; or (iii) instructed to do so by the Collateral Agent pursuant to Section 11 hereof. Anything in this Agreement to the contrary notwithstanding, the Escrow Agent shall be immediately due disburse Escrowed Funds as directed pursuant to (i) a final judgment (without further right of appeal) by a court of competent jurisdiction, (ii) a written notice executed by both the Pledgor and payablethe Collateral Agent or (iii) the written instructions of the Collateral Agent pursuant to Section 11 hereof.

Disbursements. The Lender Each Issuer will notify the Borrower, Borrower and the Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of CreditCredit issued by it, together with notice of the date (the “a "Disbursement Date”") such payment shall have been or be made (each such payment, a “"Disbursement”"). Unless otherwise agreed by the applicable Issuer and the Borrower, drawings under any Letter of Credit issued under Section 4.1 shall be made on sight. Subject to the terms and provisions of such Letter of Credit, each Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 2:00 p.m., California New York time, on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender each Issuer for all amounts in the currency which the Lender it has disbursed to reimburse under the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of CreditCredit or will notify such Issuer that it elects to make such reimbursement by requesting the Revolving Lenders to make a Revolving Loan in the Equivalent Amount of such required reimbursement. If Borrower elects to make such reimbursement by requesting a Revolving Loan in such amount and the conditions precedent in Article VI shall have been satisfied, together the Revolving Lenders shall fund such Reimbursement Obligation by making Base Rate Loans in the appropriate Equivalent Amounts in accordance with interest thereon at a rate per annum equal to Section 2.3. To the Weighted Average Term Debt Rate for the period from the Disbursement Date through extent an Issuer is not reimbursed in full on the date of such reimbursement (payment is made under a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges Borrower's Reimbursement Obligation shall accrue interest at the Alternate Base Rate plus the Applicable Base Rate Margin for two Business Days and agrees that it shall be obligated to reimburse thereafter at the Lender upon each Lender Disbursement of a Letter of CreditPost-Maturity Rate described in Section 3.2.2, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party payable on such Letter of Credit is the Borrower or a Subsidiary)demand, until reimbursed in full. In the event an Issuer is not reimbursed by the Borrower fails to so reimburse the Lender on any Disbursement Date, or if an Issuer must for any Lender Disbursementreason return or disgorge such reimbursement, the Lender Revolving Lenders (including such Issuer) shall be deemed to have madefund the Reimbursement Obligation therefor by making, without further notice to on the Borrowernext Business Day, a Revolving Loan Loans (notwithstanding that or, if the Revolving Loan Commitment Termination Date may Commitments shall no longer then be in effect, advances ("L/C Advances") that are payable on demand and have passed), the same characteristics as Loans and interest which shall accrue from the Disbursement Date, be Obligations hereunder) in the principal amount equal appropriate Equivalent Amounts which are Base Rate Revolving Loans (or L/C Advances bearing interest by reference to the amount drawn under Base Rate) (except that such Letter Revolving Loans or L/C Advances shall be made upon demand by the Agent rather than upon notice by the Borrower and shall be made, notwithstanding anything in this Agreement to the contrary, without regard to the satisfaction of Credit, and, for this purpose, the conditions precedent to the making of Revolving Loans set forth in Article V VI of this Agreement and notwithstanding any termination of the Commitments). Each Revolving Lender's obligation to make Revolving Loans or L/C Advances in the amount of its Revolving Percentage of any other Borrower requirements hereunder unreimbursed amounts outstanding under a Letter of Credit pursuant hereto is several, and not joint or joint and several. Except as specifically noted herein, all terms and provisions that are applicable to Revolving Loans under this Agreement shall not applybe equally applicable to L/C Advances. Any Revolving Loan deemed to be made pursuant to this Section 2.6(bFor example, and without limitation, the provisions of Sections 3.1.1(c), 3.2.2, 3.2.3, 5.5, 5.6, 5.8, 5.9, 7.13, 8.2.10(c), 9.1.1, 10.5, 11.1(c), 11.4(a) and advanced after the Revolving Loan Maturity Date 11.11 shall be immediately due and payableequally apply to L/C Advances as well as Loans.

Disbursements. The Lender Each Issuer will notify the Borrower, Borrower and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of Credit, together with notice of the date (the “"Disbursement Date”") such payment shall be made. Subject to the terms and provisions of such Letter of Credit, the applicable Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. In paying any drawing under a Letter of Credit, the applicable Issuer shall not have been any responsibility to obtain any document (other than any sight draft and certificates expressly required by the Letter of Credit) or be made (each to ascertain or inquire as to the validity or accuracy of any such payment, a “Disbursement”)document or the authority of the Person executing or delivering any such document. Prior to 1:00 p.m., California 12:00 noon (Dallas time, ) on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender applicable Issuer for all amounts which have been disbursed under the Lender has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit. To the extent the applicable Issuer is not reimbursed in full in accordance with the preceding sentence, together with the Borrower's Reimbursement Obligation shall accrue interest thereon at a fluctuating rate per annum equal determined by reference to the Weighted Average Term Debt Rate for Alternate Base Rate, plus the period from the Disbursement Date through the date Applicable Margin, plus a margin of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit3% per annum, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party payable on such Letter of Credit is the Borrower or a Subsidiary)demand. In the event the applicable Issuer is not reimbursed by the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from on the Disbursement Date, in or if such Issuer must for any reason return or disgorge such reimbursement, the principal amount equal Lenders (including such Issuer) shall, on the terms and subject to the amount drawn under conditions of this Agreement, fund the Reimbursement Obligation therefor by making, on the next Business Day, Loans, which are Base Rate Loans, as provided in Section 2.1.1, bearing interest at the rate provided in Section 3.2.2 (the Borrower being deemed to have given a timely Borrowing Request therefor for such Letter of Creditamount); provided, andhowever, for this purposethe purpose of determining the availability of the Commitments to make Loans immediately prior to giving effect to the application of the proceeds of such Loans, the conditions precedent in Article V or any other Borrower requirements hereunder such Reimbursement Obligation shall be deemed not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payableoutstanding at such time.

Disbursements. The Lender will notify the Borrower, promptly upon the Lender receiving knowledge thereof, Escrow Property may be disbursed as follows: ICANN shall be unconditionally entitled to a release of the presentment for payment Escrow Property, in whole or in part, in the amount designated in a written notice which amount shall not exceed the amount of any Letter of Credit, together with notice funds deposited in the Escrow Property. To request a release of the date funds in the Escrow Property, ICANN shall submit to Escrow Agent a written request executed by their Authorized Representatives in a form substantially similar to the disbursement request form Exhibit A (the an “Disbursement Date”) such payment shall have been or be made (each such payment, a “DisbursementICANN Written Direction”), and the requested Escrow Property shall be released as instructed in accordance with the terms of this Agreement. Prior The Company shall be entitled to 1:00 p.m.a release of the Escrow Property, California timein whole or in part, on in the first (1st) Business Day following the Lender giving amount designated in a joint written notice which amount shall not exceed the amount of funds deposited in the Escrow Property. To request a release of the funds in the Escrow Property, the Company shall submit to Escrow Agent a joint written request executed by their Authorized Representatives and an ICANN Authorized Representative substantially similar to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender for all amounts which the Lender has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date of such reimbursement disbursement request form Exhibit B (a “Lender DisbursementJoint Written Direction”). Without limiting in any way the foregoing , and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Creditas used herein, the Borrower hereby acknowledges term “Written Direction” may refer to an ICANN Written Direction or a Joint Written Direction, as the context may require) and agrees that it the requested Escrow Property shall be obligated to reimburse released as instructed in accordance with the Lender upon each Lender Disbursement terms of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary)this Agreement. In the event the Borrower fails that Escrow Agent makes any payment to so reimburse the Lender any other party pursuant to this Escrow Agreement and for any Lender Disbursementreason such payment (or any portion thereof) is required to be returned to the Escrow Account or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the Lender recipient shall be deemed repay to have madethe Escrow Agent upon written request the amount so paid to it. The Escrow Agent shall, in its sole discretion, comply with judgments or orders issued or process entered by any court with respect to the Escrow Property, including without limitation any attachment, levy or garnishment, without further notice any obligation to determine such court's jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then Escrow Agent shall not be liable to either Party or any other person by reason of such compliance, regardless of the final disposition of any such judgment, order or process. Each Party understands and agrees that the Escrow Agent shall have no obligation or duty to act upon a Written Direction (as defined above) delivered to the BorrowerEscrow Agent for the disbursement of Escrow Property under this Escrow Agreement if such Written Direction is not (i) in writing, a Revolving Loan (notwithstanding that ii) signed by, in the Revolving Loan Commitment Termination Date may have passedcase of the Company, any individual designated by Company on Exhibit C-2 hereto or, in the case of ICANN, any individual designated by ICANN on Exhibit C-1 hereto (in each case, each such individual an “Authorized Representative” of such Party), and interest shall accrue from (iii) delivered to, and able to be authenticated by, the Disbursement DateEscrow Agent in accordance with Section 1.6. Upon request, the Escrow Agent will furnish monthly statements to each Party setting forth the activity in the principal amount equal Escrow Account. If none of the Escrow Property has been disbursed by the Termination Date (as hereinafter defined), the Escrow Agent shall return the Escrow Property to the amount drawn under such Letter of CreditCompany, and, for after which this purpose, the conditions precedent Escrow Agreement shall terminate in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this accordance with Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payable1.8 below.

Disbursements. The Lender An Issuer will notify the Borrower, applicable Borrower and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any drawing under Letter of CreditCredit issued by such Issuer, together with notice of the date (the “Disbursement Date”"DISBURSEMENT DATE") such payment shall have been or be made (each such payment, a “Disbursement”"DISBURSEMENT"). Subject to the terms and provisions of such Letter of Credit and this Agreement, the applicable Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., California time, 12:30 p.m. on the first (1st) Business Day following the Lender giving written notice to Disbursement Date (the Borrower of the Disbursement Date"DISBURSEMENT DUE DATE"), the applicable Borrower will reimburse the Lender Administrative Agent (any such reimbursement obligation to be a joint and several obligation of the Borrowers), for the account of the applicable Issuer, for all amounts which the Lender such Issuer has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt rate per annum then in effect for Base Rate Loans (with the then Applicable Margin for Revolving Loans accruing on such amount) pursuant to SECTION 3.2 for the period from the Disbursement Date through the date of such reimbursement reimbursement; PROVIDED, HOWEVER, that, if no Default shall have then occurred and be continuing, unless the applicable Borrower has notified the Administrative Agent no later than one Business Day prior to the Disbursement Due Date that it will reimburse the Issuer for the applicable Disbursement, then the amount of the Disbursement shall be deemed to be a Borrowing of Revolving Loans by the applicable Borrower constituting Base Rate Loans and, following the giving of notice thereof by the Administrative Agent to the Lenders, each Lender (other than the Issuer) will deliver to the Issuer on the Disbursement Due Date immediately available funds in an amount equal to such Lender's Percentage of such Borrowing. Each conversion of Disbursement amounts into Revolving Loans shall constitute a “Lender Disbursement”)representation and warranty by each Borrower that on the date of the making of such Revolving Loans all of the statements set forth in SECTION 5.2.1 are true and correct. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the each Borrower hereby acknowledges and agrees that it shall jointly and severally be obligated to reimburse the Lender applicable Issuer upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto hereunder (whether the account party on such Letter of Credit is the such Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payableBorrower).

Disbursements. The Lender will Each Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit and shall promptly notify the Borrower, promptly upon Administrative Agent and the Lender receiving knowledge thereof, Borrower by telephone (confirmed by hand delivery or facsimile) of the presentment such demand for payment of and whether such Issuing Bank has made or will make an LC Disbursement thereunder; provided that any Letter of Credit, together with failure to give or delay in giving such notice of the date (the “Disbursement Date”) such payment shall have been or be made (each such payment, a “Disbursement”). Prior to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice to not relieve the Borrower of the Disbursement Date, the Borrower will reimburse the Lender for all amounts which the Lender has disbursed its obligation to reimburse the issuing bank such LC Disbursement. #PageNum# (e) Reimbursements. If an Issuing Bank shall make an LC Disbursement in connection with such issuing bank’s honor respect of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on the Business Day immediately following the day that it the Borrower receives such notice; provided that, if the amount of such LC Disbursement is not less than $5,000,000 or $1,000,000, respectively, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Sections 2.03 or 2.04 that such payment be financed with an ABR Revolving Borrowing or a Swingline Loan, respectively, and, to the extent so financed, the Borrower’s obligation to make such payment shall be obligated to reimburse discharged and replaced by the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower resulting ABR Revolving Borrowing or a Subsidiary)Swingline Loan. In the event If the Borrower fails to so reimburse any LC Disbursement by the Lender for any Lender Disbursementtime specified above, the Administrative Agent shall notify each Revolving Lender of such failure, the payment then due from the Borrower in respect of the applicable LC Disbursement and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall be deemed pay to have made, without further notice to the Administrative Agent its Applicable Percentage of the amount then due from the Borrower, a Revolving Loan in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (notwithstanding that and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Loan Commitment Termination Date may have passedLenders pursuant to this paragraph), and interest the Administrative Agent shall accrue promptly remit to the applicable Issuing Bank the amounts so received by it from the Disbursement Date, in Revolving Lenders. Promptly following receipt by the principal amount equal to Administrative Agent of any payment from the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(bparagraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Revolving Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an Issuing Bank for an LC Disbursement (other than the funding of an ABR Revolving Borrowing or a Swingline Loan as contemplated above) shall not constitute a Loan and advanced after shall not relieve the Revolving Loan Maturity Date shall be immediately due and payableBorrower of its obligation to reimburse such LC Disbursement.

Disbursements. The Lender Issuer will notify the Borrower, Borrower and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of CreditCredit issued by the Issuer, together with notice of the date (the “"Disbursement Date”") such payment shall have been or be made (each such payment, a “"Disbursement”"). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.1.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., California New York City time, on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender Administrative Agent, for the account of Issuer, for all amounts which the Lender Issuer has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of CreditCredit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.2 for the period from the Disbursement Date through the date of such reimbursement reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the Loans, the Borrower shall be deemed to have timely given a “Notice of Borrowing pursuant to Section 2.3 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.6.2. Each Lender Disbursement”)(other than the Issuer) shall, in accordance with Section 2.3.1, make available its pro rata share of such Borrowing to the Administrative Agent, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Creditherein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payable.

Disbursements. The Lender will notify the Borrower, promptly upon the Lender receiving knowledge thereof, i. At least one (1) Business Day (by 11:00 a.m. Denver time) prior to each date a disbursement of the presentment for payment of any Letter of CreditLoan is to be made hereunder pursuant to this Agreement, together with notice the Agent shall notify each Bank of the proposed disbursement. Each Bank shall make available to Agent (or the funding Bank or entity designated by the Agent), the amount of such Bank's Percentage of such disbursement (with respect to such Bank, such amount being referred to herein as an "Advance") in immediately available funds not later than 11:00 a.m. (Denver time) on the date such disbursement is to be made (such date being referred to herein as a "Funding Date"). Unless the “Disbursement Date”) such payment Agent shall have been or be made (each notified by any Bank prior to such payment, a “Disbursement”). Prior time for funding in respect of any Advance that such Bank does not intend to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice make available to the Agent such Bank's Advance, the Agent may assume that such Bank has made such amount available to the Agent and the Agent, in its sole discretion, may, but shall not be obligated to, make available to Borrower of a corresponding amount. If such corresponding amount is not in fact made available to the Disbursement Agent by such Bank on or prior to the respective Funding Date, the such Bank agrees to pay and Borrower will reimburse the Lender for all amounts which the Lender has disbursed agrees to reimburse the issuing bank in connection with repay to Agent forthwith on demand such issuing bank’s honor of a draw under such Letter of Credit, corresponding amount together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate thereon, for the period each day from the Disbursement Date through date such amount is made available to Borrower until the date such amount is paid or repaid to Agent, at (A) in the case of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of CreditBank, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of CreditFederal Funds Effective Rate, and it shall be deemed (B) in the case of Borrower, the interest rate applicable at the time to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party a disbursement made on such Letter of Credit is the Borrower or a Subsidiary)Funding Date. In the event the Borrower fails If such Bank shall pay to Agent such corresponding amount, such amount so reimburse the Lender for any Lender Disbursement, the Lender paid shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed)constitute such Bank's Advance, and interest if both such Bank and Borrower shall accrue from the Disbursement Datehave paid and repaid, respectively, such corresponding amount, Agent shall promptly return to Borrower such corresponding amount in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payablesame day funds.

Disbursements. The Lender will notify (a) Distributions from the BorrowerUnallocated Account. Except as provided in Section 3.04(d)(v) with respect to the Environmental Account, promptly upon Funding Co shall disburse the Lender receiving knowledge Funds, or any portion thereof, only in accordance with this Section 4.01. So long as there are Funds remaining in the Unallocated Account, Solutia shall have the right, at any time and from time to time (and as often as it desires but in any event not more than once in any given two week period), to deliver to Funding Co and Monsanto a written statement (an “Unallocated Reimbursement Statement”) setting forth any Solutia Legacy Liabilities (including the Solutia Payments and Solutia’s portion of the presentment for payment of any Letter of Credit, together with notice of Shared Payments) paid by Solutia but unreimbursed as to which Solutia has decided to seek reimbursement from the date Funds on deposit in the Unallocated Account (the “Disbursement DateUnallocated Expenses”) and the portion, if any, of such payment shall have been or be made Unallocated Expenses that exceeds the amount of the Funds then on deposit in the Unallocated Account. As promptly as practicable, but in any event within ten (each 10) Business Days of Monsanto’s receipt thereof (such payment, a “Disbursement”). Prior to 1:00 p.m., California time, on the first ten (1st10) Business Day following period, the Lender giving “Monsanto Unallocated Review Period”), Monsanto shall either (x) approve such Unallocated Reimbursement Statement in its entirety by delivering to Solutia a written notice thereof and/or (y) based on its reasonable, good faith judgment, object, in whole or in part, thereto by delivering to Solutia a written notice (an “Unallocated Objection Notice”) setting forth the Borrower of the Disbursement Dateitems and amount in dispute (such amount, the Borrower will reimburse “Disputed Unallocated Amount”) and the Lender reasonable good faith basis for such objection. If Monsanto timely delivers to Solutia an Unallocated Objection Notice to only a part of an Unallocated Reimbursement Statement, such Unallocated Reimbursement Statement shall become final and binding on all amounts which the Lender has disbursed parties hereto with respect to reimburse the issuing bank any and all items of Unallocated Expenses not specifically identified in connection with such issuing bank’s honor of a draw under such Letter of CreditUnallocated Objection Notice. If Monsanto shall fail to timely deliver to Solutia an Unallocated Objection Notice, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender Monsanto shall be deemed to have made, without further notice approved all Unallocated Expenses contained in the relevant Unallocated Reimbursement Statement and such Unallocated Reimbursement Statement and Monsanto’s approval with respect to the BorrowerUnallocated Expenses set forth therein shall become final and binding on all parties hereto. If Monsanto shall timely submit an Unallocated Objection Notice, a Revolving Loan the parties shall, during the fifteen (notwithstanding that the Revolving Loan Commitment Termination Date may have passed)15) day period following Solutia’s receipt of such Unallocated Objection Notice, and interest shall accrue from the Disbursement Date, negotiate in the principal amount equal good faith to reach agreement as to the amount drawn under portion, if any, of the Disputed Unallocated Amount which is properly payable (the “Unallocated Payable Amount”). If the Parties are unable to resolve Monsanto’s objection to the Unallocated Reimbursement Statement within such Letter of Credit, and, for this purposefifteen (15) day period, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date Unallocated Payable Amount shall be immediately due and payabledetermined in accordance with Article IX hereof.

Disbursements. The Lender An Issuer will notify the Borrower, Borrower and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of CreditCredit issued by such Issuer, together with notice of the date (the “Disbursement Date”) such payment shall have been or be made (each such payment, a “Disbursement”). Subject to the terms and provisions of such Letter of Credit and this Agreement, the applicable Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., California New York time, on the Disbursement Date if the Borrower shall have received such notice of such Disbursement on or prior to 10:00 a.m., New York time, or, if the Borrower shall have received such notice of Disbursement after 10:00 a.m., New York time, on the Disbursement Date then not later than 1:00 p.m., New York time, on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender Administrative Agent for the account of the applicable Issuer, for all amounts which the Lender that such Issuer has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt rate per annum then in effect for Base Rate Loans (with the then Applicable Margin for Loans accruing on such amount) pursuant to Section 3.2 for the period from the Disbursement Date through the date of such reimbursement (reimbursement; provided that the Borrower may, subject to the conditions to set forth herein, request in accordance with Section 2.3 that such payment be financed with a “Lender Disbursement”)Base Rate Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender applicable Issuer upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto hereunder (whether the account party on such Letter of Credit is the Borrower or a Borrowing Base Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payable.

Disbursements. The Participant and Lender will notify the Borrower, promptly upon the hereby agree that Lender receiving knowledge thereof, shall make Advances of proceeds of the presentment for payment of any Letter of Credit, together Credit in accordance with notice the terms and conditions of the date Credit Agreements. Each Advance shall be disbursed ratably for the account of all Participants in their respective Participation Percentage. Participant shall pay its Pro Rata part of all Extraordinary Expenses and other expenses incurred by Lender (the “Disbursement Date”but not vice-versa) such payment shall have been or be made (each such payment, a “Disbursement”). Prior to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender for all amounts which the Lender has disbursed to reimburse the issuing bank in connection with enforcement of all obligations of Borrower under the Credit Agreements and Participant shall be entitled to a Pro Rata part of any payments subsequently received by Lender with respect to such issuing bank’s honor fees and expenses. For each Advance, Lender shall give Participant, notice, to be confirmed in writing delivered by telecopier. Such notice shall include a calculation of the amount due from Lender to Obligor, a draw under calculation of the amount due from Participant to Lender, the date such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period funds are due (no earlier than two Business Days from the Disbursement Date through the date of such reimbursement (notice), and appropriate electronic funds transfer instructions. Participant shall, on or before 2:00 p.m. Eastern Time on the day of a “Lender Disbursement”). Without limiting requested Advance, deposit in any way the foregoing and notwithstanding anything Lender’s specified settlement account, in federal funds or other funds current in Huntington, West Virginia, Participant’s share of such Advance, subject to the contrary contained herein conditions of the Credit Agreements. If the requested funds are deposited in Lender’s specified account or in any separate application for any Letter of Creditwired to Lender after 2:00 p.m. Eastern Time, the Borrower hereby acknowledges and agrees that it funds shall be obligated to reimburse credited the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary)next business day. In the event the Borrower Participant fails to so reimburse furnish Lender at the Lender time called for any Lender Disbursementan Advance with immediately available funds equal to its Participation Percentage of such Advance for Extraordinary Expenses, the Lender shall be deemed to have madeand if applicable, without further notice to the Borrower, approved previously by a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passedSimple Majority of Participants as described in Section 4.6(c), and provided that such failure is in no way through fault of or error by Lender, Lender shall have the right, but not the obligation, to advance such funds on behalf of Participant. Any funds so advanced shall constitute a loan to Participant from Lender bearing interest shall accrue at the rate in effect under the Credit Facility from the Disbursement Datedate advanced and shall be due and payable upon demand. If Lender is required to refund to Obligor any amount in connection with this Agreement, in then Participant shall pay to Lender its Participation Percentage of the principal refund. Furthermore, Participant agrees that if it shall, by exercising any right of setoff or counterclaim or otherwise, receive payment of a proportion of the aggregate amount equal of any amount due with respect to the amount drawn under such Letter of Credit, and, Participant shall pay the same over to Lender for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payabledistribution by Lender among Participants as Collections.

Disbursements. The Lender Issuer will notify the Borrower, Borrower promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of Credit, together with notice of the date (the “"Disbursement Date”") such payment shall be made. Subject to the terms and provisions of such Letter of Credit, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. In paying any drawing under a Letter of Credit, the Issuer shall not have been any responsibility to obtain any document (other than to obtain and review any sight draft and certificates expressly required by the Letter of Credit) or be made (each to ascertain or inquire as to the validity or accuracy of any such payment, a “Disbursement”)document or the authority of the Person executing or delivering any such document. Prior to 1:00 p.m., California 12:00 noon (Chicago time, ) on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender Issuer for all amounts which the Lender it has disbursed to reimburse under the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit. To the extent the Issuer is not reimbursed in full in accordance with the preceding sentence, together with the Borrower's Reimbursement Obligation shall accrue interest thereon at a fluctuating rate per annum equal to the Weighted Average Term Debt lesser of (i) the Highest Lawful Rate for or (ii) the period from the Disbursement Date through the date Alternate Base Rate, plus a margin of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit3% per annum, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party payable on such Letter of Credit is the Borrower or a Subsidiary)demand. In the event the Issuer is not reimbursed by the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from on the Disbursement Date, in or if the principal amount equal Issuer must for any reason return or disgorge such reimbursement, the Lender shall, on the terms and subject to the amount drawn under conditions of this Agreement, fund the Reimbursement Obligation therefor by making, on the next Business Day, Loans as provided in Section 2.1.1 (the Borrower being deemed to have given a timely Borrowing Request therefor for such Letter of Creditamount); provided, andhowever, for this purposethe purpose of determining the availability of the Commitments to make Loans immediately prior to giving effect to the application of the proceeds of such Loans, the conditions precedent in Article V or any other Borrower requirements hereunder such Reimbursement Obligation shall be deemed not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payableoutstanding at such time.

Disbursements. The Lender will notify the Borrower(a) At least one (1) Business Day (by 11:00 a.m. Columbus, promptly upon the Lender receiving knowledge thereof, Ohio time) prior to each date a disbursement of the presentment Loan is to be made hereunder pursuant to this Agreement (or at least two (2) LIBOR Business Days [by 11:00 a.m. Columbus, Ohio time] for payment of any Letter of Creditdisbursements to be made at the Adjusted LIBOR Rate), together with notice the Agent shall notify each Lender of the proposed disbursement. Each Lender shall make available to Agent (or the funding Lender or entity designated by the Agent), the amount of such Lender's Percentage of such disbursement (with respect to such Lender, such amount being referred to herein as an "Advance") in immediately available funds not later than 11:00 a.m. (Columbus, Ohio time) on the date such disbursement is to be made (such date being referred to herein as a "Funding Date"). Unless the “Disbursement Date”) such payment Agent shall have been or be made (each notified by any Lender prior to such payment, a “Disbursement”). Prior time for funding in respect of any Advance that such Lender does not intend to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice make available to the Agent such Lender's Advance, the Agent may assume that such Lender has made such amount available to the Agent and the Agent, in its sole discretion, may, but shall not be obligated to, make available to Borrower of a corresponding amount. If such corresponding amount is not in fact made available to the Disbursement Agent by such Lender on or prior to the respective Funding Date, the such Lender agrees to pay and Borrower will reimburse the Lender for all amounts which the Lender has disbursed agrees to reimburse the issuing bank in connection with repay to Agent forthwith on demand such issuing bank’s honor of a draw under such Letter of Credit, corresponding amount together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate thereon, for the period each day from the Disbursement Date through date such amount is made available to Borrower until the date such amount is paid or repaid to Agent, at (A) in the case of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of CreditLender, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of CreditFederal Funds Effective Rate, and it shall be deemed (B) in the case of Borrower, the interest rate applicable at the time to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party a disbursement made on such Letter of Credit is the Borrower or a Subsidiary)Funding Date. In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the If such Lender shall be deemed pay to have madeAgent such corresponding amount, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed)such amount so paid shall constitute such Lender's Advance, and interest if both such Lender and Borrower shall accrue from the Disbursement Datehave paid and repaid, respectively, such corresponding amount, Agent shall promptly return to Borrower such corresponding amount in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payablesame day funds.

Disbursements. The Lender Issuer will notify the Borrower, Borrower and the Administrative Agent promptly upon the Lender receiving knowledge thereof, completion of its examination of the presentment for payment of any documents presented under a Letter of Credit, together with notice Credit and its determination of the date (the “"Disbursement Date”") such payment shall have been or be made (each such payment, a “"Disbursement”"). The Administrative Agent shall apply all funds then on deposit with the Administrative Agent pursuant to Section 3.2.1(b)(B), Section 8.2, Section 8.3 or Section 8.4 for the purpose of cash collateralizing the Letter of Credit Outstandings to reimburse the Issuer for any such Disbursement, provided such cash collateral, after giving effect to such disbursement would not otherwise be required to be re-deposited under any such Section. Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., California New York City time, on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender Administrative Agent, for the account of Issuer, for all amounts which the Lender Issuer has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of CreditCredit to the extent that the amounts on deposit with the Administrative Agent are insufficient to satisfy such disbursement, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Alternate Base Rate then in effect for Base Rate Loans (with the Applicable Margin for Revolving Loans maintained as Base Rate Loans accruing on such amount) pursuant to Section 3.3 for the period from the Disbursement Date through the date of such reimbursement reimbursement. Notwithstanding anything contained herein to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the Issuer prior to 1:00 P.M. (New York City time) on the Business Day immediately preceding the date of such drawing that the Borrower intends to reimburse the Issuer for the amount of such drawing with funds other than the proceeds of the Loans, the Borrower shall be deemed to have timely given a “Notice of Borrowing pursuant to Section 2.5 to the Administrative Agent, requesting a Borrowing of Base Rate Loans on the date on which such drawing is honored and in an amount equal to the amount of such drawing less amounts, if any, applied, or required to be applied, to reimburse the Issuer pursuant to the second sentence of this Section 2.8.2. Each Lender Disbursement”)(other than the Issuer) shall, in accordance with Section 2.5.1, make available its pro rata share of such Borrowing to the Administrative Agent, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Issuer for the amount of such draw. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Creditherein, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender as set forth herein upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payable.

Disbursements. The Lender Each Issuer will notify the Borrower, Borrower and the ------------- Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of Credit, together with notice of the date (the “"Disbursement Date”") such payment shall have been be made. ----------------- Subject to the terms and provisions of such Letter of Credit, the applicable Issuer shall make such payment to the beneficiary (or be made (each its designee) of such payment, a “Disbursement”)Letter of Credit. Prior to 1:00 p.m.11:30 a.m. (Chicago, California Illinois time, ) on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender applicable Issuer for all amounts which the Lender it has disbursed to reimburse under the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the applicable Issuer is not reimbursed by the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from on the Disbursement Date, in or if such Issuer must for any reason return or disgorge such reimbursement, the principal amount equal Lenders (including such Issuer) shall, on the terms and subject to the amount drawn under conditions of this Agreement, fund the Reimbursement Obligation therefor by making, on the next Business Day, Loans which are Base Rate Loans as provided in Section 2.1.2 or 2.1.3 (the Borrower being deemed to have given a timely ------------- ----- Borrowing Request therefor for such Letter of Creditamount); provided, andhowever, for this purposethe purpose of ----------------- determining the availability of the Commitments to make Loans immediately prior to giving effect to the application of the proceeds of such Loans, such Reimbursement Obligation shall be deemed not to be outstanding at such time. To the extent the applicable Issuer is not reimbursed in full in accordance with the preceding sentences, the conditions precedent in Article V or any other Borrower requirements hereunder Borrower's Reimbursement Obligation shall not apply. Any Revolving Loan deemed accrue interest at a fluctuating rate determined by reference to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payableAlternate Base Rate, plus a margin of 2% per annum, payable on demand.

Disbursements. The Lender Issuer will notify the Borrower, Borrower and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of CreditCredit issued by the Issuer, together with notice of the date (the “"Disbursement Date”") such payment shall have been or be made (each such payment, a “"Disbursement”"). Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m.11:00 a.m., California New York City time, on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender Administrative Agent, for the account of the Issuer, for all amounts which the Lender Issuer has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt rate per annum then in effect for Base Rate Loans (with the then Applicable Margin for Revolving Loans accruing on such amount) pursuant to Section 3.2 for the period from the Disbursement Date through the date of such reimbursement; provided, however, that unless the Borrower shall have notified the Administrative Agent and the Issuer prior to such time on the Disbursement date, the Borrower will be deemed to have requested (and shall deliver a Borrowing Request within one Business Day of the Disbursement Date confirming) that a Swing Line Loan be made in the amount of such reimbursement and the Administrative Agent shall so notify the Swing Line Lender who shall, subject to the conditions set forth herein (except for the notice, the minimum principal amount and the integral amount requirements), make a “Swing Line Loan in such amount (the proceeds of which will be wired to the Issuer unless the Issuer and the Swing Line Lender Disbursement”are the same Person, in which case a book-entry transfer may be made). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender Issuer upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payable.

Disbursements. The Lender will notify the Borrower, promptly upon the Lender receiving knowledge thereof, 13.4.1 At least two (2) Business Days (by 11:00 a.m. Eastern Time) prior to each date a disbursement of the presentment Loan is to be made hereunder pursuant to this Agreement (or at least two (2) LIBOR Business Days by 11:00 a.m. Eastern Time for payment of any Letter of Creditdisbursements to be made at the Adjusted LIBOR Rate), together with notice the Agent shall notify each Lender of the proposed disbursement. Each Lender shall make available to Agent (or the funding Lender or entity designated by the Agent), the amount of such Lender’s Percentage of such disbursement (with respect to such Lender, such amount being referred to herein as an “Advance”) in immediately available funds not later than 11:00 a.m. Eastern Time on the date such disbursement is to be made (the such date being referred to herein as a “Disbursement Funding Date”) such payment ). Unless the Agent shall have been or be made (each notified by any Lender prior to such payment, a “Disbursement”). Prior time for funding in respect of any Advance that such Lender does not intend to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice make available to the Agent such Lender’s Advance, the Agent may assume that such Lender has made such amount available to the Agent and the Agent, in its sole discretion, may, but shall not be obligated to, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender on or prior to the respective Funding Date, such Lender agrees to pay and Borrower agrees to repay to Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is paid or repaid to Agent, at (A) in the case of such Lender, the Disbursement Federal Funds Effective Rate, and (B) in the case of Borrower, the interest rate applicable at the time to a disbursement made on such Funding Date. If such Lender shall pay to Agent such corresponding amount, such amount so paid shall constitute such Lender’s Advance, and if both such Lender and Borrower shall have paid and repaid, respectively, such corresponding amount, Agent shall promptly return to Borrower such corresponding amount in same day funds. If any Lender declines to make available to Agent such Lender’s advance as described above, so long as no Event of Default has occurred and is continuing, upon written demand of Borrower, the Borrower will reimburse may require such Lender to sell and assign its entire interest in the Lender for all amounts which Loan pursuant to Section 13.22 hereof to an Eligible Assignee, reasonably approved by Agent, upon payment by such Eligible Assignee of the Lender has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date entire par amount of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payableLender’s interest.

Disbursements. The Agent may, on behalf of the Lenders, disburse funds to the Borrowers for Loans requested (it being understood, for the avoidance of doubt, that the Agent will advance the Initial Term A Loans to the Parent Borrower on the Closing Date on behalf of the Initial Term A Lenders). Each Lender shall reimburse the Agent on demand for all funds disbursed on its behalf by the Agent (including, for the avoidance of doubt, the Initial Term A Loans disbursed by the Agent to the Parent Borrower on behalf of the Initial Term A Lenders), or, if the Agent so requests, each Lender will notify remit to the BorrowerAgent its Commitment Percentage of any Loan before the Agent disburses same to the Borrowers. If the Agent elects to require that each Lender make funds available to the Agent prior to disbursement by the Agent to the Borrowers, promptly upon the Agent shall advise each Lender receiving knowledge thereof, by telephone or fax of the presentment for payment amount of any Letter of Credit, together with notice such Xxxxxx’s Commitment Percentage of the Loan requested by the Borrowers no later than the Business Day prior to the scheduled Borrowing date (the “Disbursement Date”) such payment shall have been or be made (applicable thereto, and each such paymentLender shall pay the Agent such Xxxxxx’s Commitment Percentage of such requested Loan, a “Disbursement”)in Same Day Funds, by wire transfer to the Agent’s Office no later than 1:00 p.m. New York time on such scheduled Borrowing date. Prior If any Lender fails to 1:00 p.m., California time, on the first pay its Commitment Percentage within one (1st1) Business Day following after Agent’s demand, the Lender giving written notice Agent shall promptly notify the Parent Borrower, and the Parent Borrower shall repay such amount to the Agent within one (1) Business Day of notice. Any repayment required pursuant to this subsection 1.11(a) shall be without premium or penalty. Any payment by the Parent Borrower of shall be without prejudice to any claim the Disbursement Date, the Parent Borrower will reimburse the may have against a Lender for all amounts which the Lender has disbursed that shall have failed to reimburse the issuing bank in connection with make such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal payment to the Weighted Average Term Debt Rate for Agent. Nothing in this subsection 1.11(a) or elsewhere in this Agreement or the period from other Loan Documents, including the Disbursement Date through the date remaining provisions of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Creditthis Section 1.11, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be require the obligor for purposes Agent to advance funds on behalf of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the or to relieve any Lender shall be deemed from its obligation to have made, without further notice fulfill its Commitments hereunder or to the Borrower, a Revolving Loan (notwithstanding prejudice any rights that the Revolving Loan Commitment Termination Date Agent or the Borrowers may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under against any Lender as a result of any default by such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payableLender hereunder.

Disbursements. The Lender Each Issuer will notify the Borrower, Borrower and the Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of CreditCredit issued by it, together with notice of the date (the “a "Disbursement Date”") such payment shall have been or be made (each such payment, a “"Disbursement”"). Unless otherwise agreed by the applicable Issuer and the Borrower, drawings under any Letter of Credit issued under Section 4.1 shall be made on sight. Subject to the terms and provisions of such Letter of Credit, each Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 2:00 p.m., California New York time, on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender each Issuer in Dollars for all amounts which the Lender it has disbursed to reimburse under the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to . To the Weighted Average Term Debt Rate for the period from the Disbursement Date through extent an Issuer is not reimbursed in full on the date of such reimbursement (payment is made under a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges Borrower's Reimbursement Obligation shall accrue interest at the Alternate Base Rate plus the Applicable Margin for two Business Days and agrees that it shall be obligated to reimburse thereafter at the Lender upon each Lender Disbursement of a Letter of CreditPost-Maturity Rate described in Section 3.1.1, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party payable on such Letter of Credit is the Borrower or a Subsidiary)demand, until reimbursed in full. In the event an Issuer is not reimbursed by the Borrower fails to so reimburse the Lender for on any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in or if an Issuer must for any reason return or disgorge such reimbursement, the principal amount equal Lenders (including such Issuer) shall fund the Reimbursement Obligation therefor by making, on the next Business Day, advances ("L/C Advances") that are payable on demand and shall be Obligations hereunder, bearing interest by reference to the amount drawn under Base Rate (except that such Letter L/C Advances shall be made upon demand by the Agent rather than upon notice by the Borrower and shall be made, notwithstanding anything in this Agreement to the contrary, without regard to the satisfaction of Credit, and, for this purpose, the conditions precedent to the extension of credit set forth in Article V VI of this Agreement and notwithstanding any termination of the Commitments). Each Lender's obligation to make L/C Advances in the amount of its Percentage of any unreimbursed amounts outstanding under a Letter of Credit pursuant hereto is several, and not joint or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) joint and advanced after the Revolving Loan Maturity Date shall be immediately due and payableseveral.

Disbursements. The 13.4.1 At least two (2) Business Days (by 11:00 a.m. Eastern Time) prior to each date a disbursement of a Loan is to be made hereunder pursuant to this Agreement (or at least two (2) LIBOR Business Days by 11:00 a.m. Eastern Time for any disbursements to be made at the Adjusted LIBOR Rate), the Agent shall notify each Lender will notify the Borrower, promptly upon the Lender receiving knowledge thereof, of the presentment for payment proposed disbursement. Each Lender shall make available to Agent (or the funding Lender or entity designated by the Agent), the amount of any Letter such Lender's Percentage of Creditsuch disbursement (with respect to such Lender, together with notice of such amount being referred to herein as an "Advance") in immediately available funds not later than 11:00 a.m. Eastern Time on the date such disbursement is to be made (such date being referred to herein as a "Funding Date"). Unless the “Disbursement Date”) such payment Agent shall have been or be made (each notified by any Lender prior to such payment, a “Disbursement”). Prior time for funding in respect of any Advance that such Lender does not intend to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice make available to the Agent such Lender's Advance, the Agent may assume that such Lender has made such amount available to the Agent and the Agent, in its sole discretion, may, but shall not be obligated to, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender on or prior to the respective Funding Date, such Lender agrees to pay and Borrower agrees to repay to Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is paid or repaid to Agent, at (A) in the case of such Lender, the Disbursement Federal Funds Effective Rate, and (B) in the case of Borrower, the interest rate applicable at the time to a disbursement made on such Funding Date. If such Lender shall pay to Agent such corresponding amount, such amount so paid shall constitute such Lender's Advance, and if both such Lender and Borrower shall have paid and repaid, respectively, such corresponding amount, Agent shall promptly return to Borrower such corresponding amount in same day funds. If any Lender declines to make available to Agent such Lender's advance as described above, so long as no Event of Default has occurred and is continuing, upon written demand of Borrower, the Borrower will reimburse may require such Lender to sell and assign its entire interest in the Lender for all amounts which Loans pursuant to Section 13.22 hereof to an Eligible Assignee, reasonably approved by Agent, upon payment by such Eligible Assignee of the Lender has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date entire par amount of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payableLender's interest.

Disbursements. The Lender An Issuer will notify the Borrower, Borrower and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of CreditCredit issued by such Issuer, together with notice of the date (the “Disbursement Date”) such payment shall have been or be made (each such payment, a “Disbursement”). Prior Subject to the terms and provisions of such Letter of Credit and this Agreement, the applicable Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Not later than 1:00 p.m.p.m. on (i) a Disbursement Date, California timeif the Borrower shall have received notice of such Disbursement prior to 10:00 a.m. on such Disbursement Date, on or (ii) the first (1st) Business Day immediately following the Lender giving written a Disbursement Date, if such notice to the Borrower of the is received after 10:00 a.m. on such Disbursement Date, the Borrower will reimburse such Issuer directly in full for such Disbursement. Each such reimbursement shall be made in immediately available funds in the Lender for all amounts Currency in which such Disbursement was made together (in the Lender has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor case of a draw under reimbursement made on such Letter of Creditimmediately following Business Day, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt rate per annum then in effect for Base Rate Loans (with the then Applicable Margin for Revolving Loans accruing on such amount) pursuant to Section 3.2 for the period from the Disbursement Date through the date of such reimbursement, provided that if such reimbursement (a “Lender Disbursement”)is not made when due pursuant to this Section 2.6.2, then the interest rates set forth in Section 3.2.2 shall apply. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender applicable Issuer upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event that an Issuer makes any Disbursement and the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed have reimbursed such amount in full to be made such Issuer pursuant to this Section 2.6(b2.6.2, such Issuer shall promptly notify the Administrative Agent which shall promptly notify each Revolving Loan Lender of such failure, and each Revolving Loan Lender (other than such Issuer) shall promptly and advanced after unconditionally pay in the Currency in which such Disbursement was made and in same day funds to the Administrative Agent for the account of such Issuer the amount of such Revolving Loan Lender’s Revolving Loan Percentage of such unreimbursed Disbursement. If an Issuer so notifies the Administrative First Lien Credit Agreement Agent, and the Administrative Agent so notifies the Revolving Loan Maturity Date Lenders prior to 2 p.m., on any Business Day, each such Revolving Loan Lender shall make available to such Issuer such Revolving Loan Lender’s Revolving Loan Percentage of the amount of such payment on such Business Day in same day funds (or if such notice is received by such Revolving Loan Lenders after 2 p.m. on the day of receipt, payment shall be made on the immediately due following Business Day). If and payableto the extent such Revolving Loan Lender shall not have so made its Revolving Loan Percentage of the amount of such payment available to the applicable Issuer, such Revolving Loan Lender agrees to pay to such Issuer forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to the Administrative Agent for the account of such Issuer, at the Federal Funds Rate.

Disbursements. The Each Lender will notify the Borrower, promptly upon the Lender receiving knowledge thereof, which is required to make a disbursement of the presentment Loan under this Agreement shall make available to Agent (or the funding bank or entity designated by the Agent), the amount of such Lender’s Commitment in immediately available funds not later than 11:00 a.m. (New York time) on the Closing Date. Unless the Agent shall have been notified by any Lender prior to such time for payment of any Letter of Creditfunding that such Lender does not intend to make available to the Agent such Lender’s advance, the Agent may assume that such Lender has made such amount available to the Agent and the Agent, in its sole discretion, may, but shall not be obligated to, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender on or prior to the Closing Date, such Lender agrees to pay and Borrower agrees to repay to Agent forthwith on demand such corresponding amount together with notice interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is paid or repaid to Agent, at (A) in the case of such Lender, the overnight cost of funds at which federal funds are made available to the Agent (such interest rate to change automatically effective as of the date (the “Disbursement Date”) such payment shall have been or be made (each such payment, a “Disbursement”). Prior to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender for all amounts which the Lender has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter change in the overnight cost of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passedfederal funds), and interest shall accrue from the Disbursement Date, (B) in the principal amount equal to the amount drawn under such Letter case of Credit, and, for this purposeBorrower, the conditions precedent interest rate applicable at the time to a disbursement made on the Closing Date. If such Lender shall pay to Agent such corresponding amount, such amount so paid shall constitute such Lender’s advance, and if both such Lender and Borrower shall have paid and repaid, respectively, such corresponding amount, Agent shall promptly return to Borrower such corresponding amount in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payablesame day funds.

Disbursements. The Lender will notify the Borrower, promptly upon the Lender receiving knowledge thereof, (a) At least one (1) Business Day (by 1:00 p.m. Cleveland time) prior to each date a disbursement of the presentment Loan is to be made hereunder pursuant to this Agreement (or at least two (2) LIBOR Business Days (by 1:00 p.m. Cleveland time) for payment of any Letter of Creditdisbursements to be made at the Adjusted LIBOR Rate), together with notice Agent shall notify each Lender of the proposed disbursement. Each Lender shall make available to Agent (or the funding Lender or entity designated by Agent), the amount of such Lender’s Percentage of such disbursement (with respect to such Lender, such amount being referred to herein as an “Advance”) in immediately available funds not later than 1:00 p.m. Cleveland time on the date such disbursement is to be made (the such date being referred to herein as a “Disbursement Funding Date”) such payment ). Unless Agent shall have been notified by any Lender prior to such time for funding in respect of any Advance that such Lender does not intend to make available to Agent such Lender’s Advance, Agent may assume that such Lender has made such amount available to Agent and Agent, in its sole discretion, may, but shall not be obligated to, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to Agent by such Lender on or be made (each such payment, a “Disbursement”). Prior to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice prior to the Borrower of the Disbursement respective Funding Date, the such Lender agrees to pay and Borrower will reimburse the Lender for all amounts which the Lender has disbursed agrees to reimburse the issuing bank in connection with repay to Agent forthwith on demand such issuing bank’s honor of a draw under such Letter of Credit, corresponding amount together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate thereon, for the period each day from the Disbursement Date through date such amount is made available to Borrower until the date such amount is paid or repaid to Agent, at (A) in the case of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of CreditLender, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of CreditFederal Funds Effective Rate, and it shall be deemed (B) in the case of Borrower, the interest rate applicable at the time to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party a disbursement made on such Letter of Credit is the Borrower or a Subsidiary)Funding Date. In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the If such Lender shall be deemed pay to have madeAgent such corresponding amount, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed)such amount so paid shall constitute such Lender’s Advance, and interest if both such Lender and Borrower shall accrue from the Disbursement Datehave paid and repaid, respectively, such corresponding amount, Agent shall promptly return to Borrower such corresponding amount in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payablesame day funds.

Disbursements. The Lender Issuer will notify the Borrower, Borrower promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of Credit, together with notice of the date (the “Disbursement Date”"DISBURSEMENT DATE") such payment shall be made. Subject to the terms and provisions of such Letter of Credit, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. In paying any drawing under a Letter of Credit, the Issuer shall not have been any responsibility to obtain any document (other than to obtain and review any sight draft and certificates expressly required by the Letter of Credit) or be made (each to ascertain or inquire as to the validity or accuracy of any such payment, a “Disbursement”)document or the authority of the Person executing or delivering any such document. Prior to 1:00 p.m., California 12:00 noon (Chicago time, ) on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender Issuer for all amounts which the Lender it has disbursed to reimburse under the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit. To the extent the Issuer is not reimbursed in full in accordance with the preceding sentence, together with the Borrower's Reimbursement Obligation shall accrue interest thereon at a fluctuating rate per annum equal to the Weighted Average Term Debt lesser of (i) the Highest Lawful Rate for or (ii) the period from Alternate Base Rate, plus the Disbursement Date through the date Applicable Margin, plus a margin of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit3% per annum, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party payable on such Letter of Credit is the Borrower or a Subsidiary)demand. In the event the Issuer is not reimbursed by the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from on the Disbursement Date, in or if the principal amount equal Issuer must for any reason return or disgorge such reimbursement, the Lender shall, on the terms and subject to the amount drawn under conditions of this Agreement, fund the Reimbursement Obligation therefor by making, on the next Business Day, Loans as provided in SECTION 2.1.1 (the Borrower being deemed to have given a timely Borrowing Request therefor for such Letter of Creditamount); PROVIDED, andHOWEVER, for this purposethe purpose of determining the availability of the Commitments to make Loans immediately prior to giving effect to the application of the proceeds of such Loans, the conditions precedent in Article V or any other Borrower requirements hereunder such Reimbursement Obligation shall be deemed not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payableoutstanding at such time.

Disbursements. The So long as no Event of Default shall have occurred, funds shall be disbursed by Lender will notify for the Borrowerpurposes of effecting the improvements to the projects set forth above in paragraph 4.f.(i) not to exceed the amounts set forth therein on the following terms and conditions. All requests for funding shall be in writing and shall be made through ILX's completion and submission of a construction loan request in the form appended hereto as EXHIBIT E, promptly upon or such other form as Lender may require. ILX shall have provided Lender a written budget satisfactory to Lender in its discretion for the improvements to be effected at the subject project, supported by bids, cost estimates, contracts or other documentation reasonably satisfactory to Lender, which budget shall be updated in writing as necessary by ILX. Each such disbursement shall be made on written request of ILX only for the purpose of funding the cost of improvements in place or materials delivered to the job site and properly installed or securely stored therein as evidenced by invoices or other documentation reasonably satisfactory to Lender, in accordance with the plans and specifications therefore supplied to and approved by Lender receiving knowledge thereof, in its reasonable discretion. Lender shall have the right to make inspections of the presentment subject projects and improvements and all the improvements for payment which disbursement of any Letter of CreditLoan proceeds shall be satisfactory to Lender and its construction inspector, together with notice of if any. All improvements to the subject project to the date (the “Disbursement Date”) such payment of disbursement shall have been paid for in full (or be made (each such paymentsubject only to applicable retainage) as evidenced by lien waivers or other documentation reasonably satisfactory to Lender. With respect to furniture, fixtures, equipment and personalty paid for in whole or in part by Advances, Lender shall have, and the ILX Entities hereby grant to Lender, a “Disbursement”)duly perfected first priority security interest in same. Prior to 1:00 p.m., California time, on The cost of completing the first (1st) Business Day following subject improvements at no time shall exceed the Lender giving written notice undisbursed balance of the Loan proceeds pertaining to the Borrower subject project (and if the cost of completing the subject improvements at any time exceeds the undisbursed balance of the Disbursement DateLoan proceeds pertaining to the subject project, the Borrower will reimburse the ILX shall immediately pay to Lender for all amounts which the Lender has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of deposit into a draw under such Letter of Credit, together with non-interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the bearing Loan account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal an amount equal to the amount drawn under any such Letter of Creditexcess, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder which amounts shall not apply. Any Revolving Loan deemed to be made disbursed by Lender pursuant to the provisions of this Section 2.6(b) and advanced after the Revolving Loan Maturity Date paragraph). No funds shall be immediately due advance by Lender for the purposes of effecting the improvements to the Bell Rock Inn until the ILX Entities have executed and payabledelivered xx Xender an additional security agreement and UCC-1 financing statements perfecting Lender's security interests in the furniture, fixtures, and equipment acquired with Lender's funding.

Disbursements. The Lender Issuer will notify the Borrower, Borrower and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of Credit, together with notice of the date (the a “Disbursement Date”) such payment shall have been or be made (each such payment, a “Disbursement”)made. Prior to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice Subject to the Borrower terms and provisions of the Disbursement Datesuch Letter of Credit, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. The Borrower (whether or not it is the Account Party under a particular Letter of Credit) will reimburse the Lender Issuer for all amounts which the Lender it has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together except to the extent such amounts are in respect of an LOC Liquidity Disbursement (in which case such amounts shall be reimbursed to the Issuer or the RL Lenders by the applicable SPC in accordance with the provisions of the Enhancement Letter of Credit Application and Agreement relating thereto (the obligation of such SPC to reimburse the Issuer or the RL Lenders for such amounts in accordance with such terms being herein referred to as a “Liquidity Obligation”)), on the Disbursement Date, if the Borrower is notified of such disbursement prior to 12:00 noon (New York City, New York time) on the Disbursement Date, or on the Business Day immediately succeeding the Disbursement Date, if the Borrower is not so notified (the “Reimbursement Due Date”). To the extent the Issuer is not reimbursed in full in respect of any Reimbursement Obligation payable by the Borrower on the Disbursement Date, such Reimbursement Obligation shall accrue interest thereon from (and including) the Disbursement Date at a fluctuating rate per annum equal to the Weighted Average Term Debt sum of the Alternate Base Rate from time to time in effect, plus the Applicable Margin for Revolving Loans maintained as ABR Loans from time to time in effect, plus from (and including) the period from the Disbursement Date through the date Reimbursement Due Date, a margin of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit200 basis points, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party payable on such Letter of Credit is the Borrower or a Subsidiary)demand. In the event the Issuer is not reimbursed by the Borrower fails to so reimburse on the Lender Disbursement Date for any Lender DisbursementReimbursement Obligation in respect of any Letter of Credit due and owing on such Disbursement Date, or if the Issuer must for any reason return or disgorge such reimbursement, the Lender RL Lenders (including the Issuer to the extent that it is an RL Lender) shall, on the terms and subject to the conditions of this Agreement (including the conditions set forth in Article VI), fund such Reimbursement Obligation by making, on the next Business Day, Revolving Loans which are ABR Loans as provided in Section 2.3 (the Borrower being deemed to have given a timely Borrowing Request therefor for such amount unless, prior to the making of such Revolving Loans, the Borrower shall have notified the Administrative Agent, in writing, that the Borrower cannot satisfy the conditions set forth in Article VI (the Borrower hereby agreeing to immediately provide the Administrative Agent with such notice)); provided, however, for the purpose of determining the availability of the Revolving Loan Commitments to make Revolving Loans immediately prior to giving effect to the application of the proceeds of such Revolving Loans, such Reimbursement Obligation shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payableoutstanding at such time.

Disbursements. The Lender Issuer will notify SIHL and the Borrower, ------------- Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of CreditCredit issued by the Issuer, together with notice of the date (the “"Disbursement Date”") such payment shall have been or be made (each such payment, a “------------------ "Disbursement”"). Subject to the terms and provisions of such Letter of ------------- Credit and this Agreement, the Issuer shall make such Disbursement to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 5:00 p.m., California New York City time, on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower Borrowers will (or any one of them) reimburse the Lender Administrative Agent, for the account of the Issuer, for all amounts which the Lender Issuer has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of CreditCredit (in the currency in which such Disbursement was made), together with interest thereon (in the currency in which such Disbursement was made) at a rate per annum equal to the Weighted Average Term Debt rate then in effect for Base Rate Loans (with the then Applicable Margin for Loans accruing on such amount) for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”)reimbursement. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the each Borrower hereby acknowledges and agrees that it shall be jointly and severally obligated to reimburse the Lender Issuer upon each Lender Disbursement of a Letter of CreditCredit (including Letters of Credit issued for the account of the other Borrowers or a Guarantor), and it each Borrower shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto hereunder (whether the account party on such Letter of Credit is the such Borrower or a SubsidiaryGuarantor). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payable.

Disbursements. (a) The Lender applicable Issuing Bank will notify the Borrower, Cayman Borrower and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of CreditCredit issued by such Issuing Bank, together with notice of specifying the date (the “Disbursement Date”) on which such payment shall have been or be made (each such payment, a “Disbursement”). Subject to the terms and provisions of such Letter of Credit and this Agreement, the applicable Issuing Bank shall make such payment to the beneficiary (or its designee) of such Letter of Credit and shall notify the Cayman Borrower and the Administrative Agent of the making of such payment, whereupon, such amount shall be immediately due and payable by the Cayman Borrower. The obligation of the Cayman Borrower to pay such amount shall be deemed satisfied by the reimbursement of such amount by the Lenders pursuant to this Section 2.5.2(a). Prior to 1:00 p.m., California time, 10:00 a.m. on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Administrative Agent shall, to the extent that it has received a notice of Disbursement from the applicable Issuing Bank as described above, notify each Lender with a Commitment to make Revolving Loans (in the case of any Revolving Letter of Credit) or Synthetic Revolving Loans (in the case of any Synthetic Revolving Letter of Credit) of the making of such payment. Unless such amount has been previously reimbursed by the Cayman Borrower will prior to 1:00 p.m. on the Disbursement Date, (i) in the case of any Disbursement in respect of a Revolving Letter of Credit, each Lender with a Commitment to make Revolving Loans shall reimburse the Lender applicable Issuing Bank in an amount equal to such Lender’s Percentage of such Disbursement for all amounts which the Lender such Issuing Bank has disbursed to reimburse the issuing bank paid in connection with such issuing bank’s honor Disbursement and (ii) in the case of any Disbursement in respect of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Synthetic Letter of Credit, the Borrower hereby acknowledges and agrees that it Administrative Agent shall be obligated to reimburse the Lender upon each Lender applicable Issuing Bank for all amounts which such Issuing Bank has paid in connection with such Disbursement of a Letter of Credit, and it (which amount shall be deemed to be the obligor for purposes a Synthetic Revolving Loan made in accordance with Section 2.1.3 on behalf of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or Lender with a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Synthetic Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, Deposit in the principal an amount equal to the amount drawn such Lender’s Percentage of such Disbursement) (each such obligation under such Letter of Creditclause (i) or clause (ii) above, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payablea “Reimbursement Obligation”).

Disbursements. The Lender An Issuer will notify the Borrower, applicable Borrower and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any drawing under a Letter of CreditCredit issued by such Issuer, together with notice of the date (the “Disbursement Date”) such payment shall have been or be made (each such payment, a “Disbursement”). Subject to the terms and provisions of such Letter of Credit, the applicable Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., California time, 11:00 a.m. on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the applicable Borrower will reimburse the Lender Administrative Agent, for the account of the applicable Issuer, for all amounts which the Lender such Issuer has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, such payments to be made in Dollars (and in the amount which is the Dollar Equivalent of any such payment or disbursement made or denominated in an Alternate Currency) together with interest thereon at a rate per annum equal to the Weighted Average Term Debt rate per annum then in effect for Base Rate Loans (with the then Applicable Margin for Revolving Loans accruing on such amount) pursuant to Section 3.2 for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”)reimbursement. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the each Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender applicable Issuer upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto hereunder (whether the account party on such Letter of Credit is the a Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payable.

Disbursements. The Lender An Issuer will notify the Borrower, Borrower and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of CreditCredit issued by such Issuer, together with notice of the date (the “Disbursement Date”) such payment shall have been or be made (each such payment, a “Disbursement”). Subject to the terms and provisions of such Letter of Credit and this Agreement, the applicable Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., California New York time, on the Disbursement Date if the Borrower shall have received such notice of such Disbursement on or prior to 10:00 a.m., New York time, or, if the Borrower shall have received such notice of Disbursement after 10:00 a.m., New York time, on the Disbursement Date then not later than 1:00 p.m., New York time, on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse pay to the Lender Administrative Agent for the account of the applicable Issuer, all amounts which the Lender that such Issuer has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt rate per annum then in effect for Base Rate Loans (with the then Applicable Margin for Loans accruing on such amount) pursuant to Section 3.2 for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”)reimbursement. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender applicable Issuer upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto hereunder (whether the account party on such Letter of Credit is the Borrower or a SubsidiarySubsidiary Guarantor). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payable.

Disbursements. The 13.4.1 At least two (2) Business Days (by 11:00 a.m. Eastern Time) prior to each date a disbursement of a Loan is to be made hereunder pursuant to this Agreement (or at least two (2) LIBOR Business Days by 11:00 a.m. Eastern Time for any disbursements to be made at the Adjusted LIBOR Rate), the Agent shall notify each Lender will notify the Borrower, promptly upon the Lender receiving knowledge thereof, of the presentment for payment proposed disbursement. Each Lender shall make available to Agent (or the funding Lender or entity designated by the Agent), the amount of any Letter such Lender’s Percentage of Creditsuch disbursement (with respect to such Lender, together with notice of such amount being referred to herein as an “Advance”) in immediately available funds not later than 11:00 a.m. Eastern Time on the date such disbursement is to be made (the such date being referred to herein as a “Disbursement Funding Date”) such payment ). Unless the Agent shall have been or be made (each notified by any Lender prior to such payment, a “Disbursement”). Prior time for funding in respect of any Advance that such Lender does not intend to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice make available to the Agent such Lender’s Advance, the Agent may assume that such Lender has made such amount available to the Agent and the Agent, in its sole discretion, may, but shall not be obligated to, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender on or prior to the respective Funding Date, such Lender agrees to pay and Borrower agrees to repay to Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is paid or repaid to Agent, at (A) in the case of such Lender, the Disbursement Federal Funds Effective Rate, and (B) in the case of Borrower, the interest rate applicable at the time to a disbursement made on such Funding Date. If such Lender shall pay to Agent such corresponding amount, such amount so paid shall constitute such Lender’s Advance, and if both such Lender and Borrower shall have paid and repaid, respectively, such corresponding amount, Agent shall promptly return to Borrower such corresponding amount in same day funds. If any Lender declines to make available to Agent such Lender’s advance as described above, so long as no Event of Default has occurred and is continuing, upon written demand of Borrower, the Borrower will reimburse may require such Lender to sell and assign its entire interest in the Lender for all amounts which Loans pursuant to Section 13.22 hereof to an Eligible Assignee, reasonably approved by Agent, upon payment by such Eligible Assignee of the Lender has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date entire par amount of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payableLender’s interest.

Disbursements. The Lender will notify Upon satisfaction of all conditions precedent, Landlord shall make the Borrowerinitial Lease Advance and continue to disburse the Lease Advances in accordance with the terms and conditions of this Agreement. Landlord may make disbursements from time to time as construction progresses, promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of Credit, together with notice of the date (the “Disbursement Date”) such payment but shall have been or be made (each such payment, a “Disbursement”). Prior to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender for all amounts which the Lender has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall not be obligated to reimburse disburse more frequently than once in each calendar month and shall not be obligated to disburse until at least eight Business Days following receipt of all documentation required for such disbursement. As of the Lender upon each Lender Effective Date, Developer estimates that the disbursements will be in accordance with the Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary)Schedule. In the event that the Borrower fails undisbursed proceeds of the Maximum Lease Amount are not sufficient to so reimburse pay all unpaid items set forth on the Lender Project Budget (after adjustment for any Lender Disbursementpermitted change orders), the Lender shall be deemed Landlord may require Developer to have made, without further notice to the Borrower, deposit with Landlord a Revolving Loan (notwithstanding sum sufficient so that the Revolving Loan Commitment Termination Date may have passed)deposit, together with the remaining Maximum Lease Amount to be advanced, will be sufficient to complete the Facility in accordance with the Plans and interest Specifications, all as certified by the Architect; provided, however, Developer and Guarantor shall accrue from never be required to deposit with Landlord a sum in excess of the Disbursement Date, Maximum Guarantied Amount. Developer and Landlord each acknowledge that the deposit is in no manner a loan to Landlord or an investment in the principal amount equal Leased Property and instead is Additional Rent that will not be returned or reimbursed. If, during the Construction Term, Developer has not made a disbursement request and Rent remains unpaid under the Lease for more than a one month period, Landlord shall make a Lease Advance to the amount drawn under pay unpaid Rent and Landlord shall give Tenant prompt notice of such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payabledisbursement.

Disbursements. The Agent may, on behalf of the Lenders, disburse funds to the Borrowers for Loans requested (it being understood, for the avoidance of doubt, that the Agent will advance the Initial Term A Loans to the Parent Borrower on the Closing Date on behalf of the Initial Term A Lenders). Each Lender shall reimburse the Agent on demand for all funds disbursed on its behalf by the Agent (including, for the avoidance of doubt, the Initial Term A Loans disbursed by the Agent to the Parent Borrower on behalf of the Initial Term A Lenders), or, if the Agent so requests, each Lender will notify remit to the BorrowerAgent its Commitment Percentage of any Loan before the Agent disburses same to the Borrowers. If the Agent elects to require that each Lender make funds available to the Agent prior to disbursement by the Agent to the Borrowers, promptly upon the Agent shall advise each Lender receiving knowledge thereof, by telephone or fax of the presentment for payment amount of any Letter of Credit, together with notice such Xxxxxx’s Commitment Percentage of the Loan requested by the Borrowers no later than the Business Day prior to the scheduled Borrowing date (the “Disbursement Date”) such payment shall have been or be made (applicable thereto, and each such paymentLender shall pay the Agent such Xxxxxx’s Commitment Percentage of such requested Loan, a “Disbursement”)in Same Day Funds, by wire transfer to the Agent’s Office no later than 1:00 p.m. New York time on such scheduled Borrowing date. Prior If any Lender fails to 1:00 p.m., California time, on the first pay its Commitment Percentage within one (1st1) Business Day following after Agent’s demand, the Lender giving written notice Agent shall promptly notify the Parent Borrower, and the Parent Borrower shall repay such amount to the Agent within one (1) Business Day of notice. Any repayment required pursuant to this subsection 1.11(a) shall be without premium or penalty. Any payment by the Parent Borrower of shall be without prejudice to any claim the Disbursement Date, the Parent Borrower will reimburse the may have against a Lender for all amounts which the Lender has disbursed that shall have failed to reimburse the issuing bank in connection with make such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal payment to the Weighted Average Term Debt Rate for Agent. Nothing in this subsection 1.11(a) or elsewhere in this Agreement or the period from other Loan Documents, including the Disbursement Date through the date remaining provisions of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Creditthis Section 1.11, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be require the obligor for purposes Agent to advance funds on behalf of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the or to relieve any Lender shall be deemed from its obligation to have made, without further notice fulfill its Commitments hereunder or to the Borrower, a Revolving Loan (notwithstanding prejudice any rights that the Revolving Loan Commitment Termination Date Agent or the Borrowers may have passedagainst any Lender as a result of any default by such Lender hereunder. (b), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payable.

Disbursements. The Lender Issuer will notify the Borrower, Borrower and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of under or draw upon any Letter of Credit, together with notice of the date (the “Disbursement Date”a "DISBURSEMENT DATE") such payment shall have been be made; PROVIDED, HOWEVER, that the failure of the Issuer to so notify the Borrower and the Administrative Agent shall not affect the rights of the Issuer or the Lenders to be made reimbursed under the terms of this Agreement in any manner whatsoever. Subject to the terms and provisions of such Letter of Credit, the Issuer shall make such payment to the beneficiary (each or its designee) of such payment, a “Disbursement”)Letter of Credit. Prior to 1:00 p.m.12:00 noon, California Atlanta time, on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender Issuer for all amounts which the Lender it has disbursed to reimburse under the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together . To the extent the Issuer is not reimbursed in full in accordance with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date THIRD SENTENCE of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Creditthis SECTION 4.5, the Borrower hereby acknowledges and agrees that it Borrower's Reimbursement Obligation shall be obligated to reimburse accrue interest at the Lender upon each Lender Disbursement of a Letter of CreditDefault Rate, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party payable on such Letter of Credit is the Borrower or a Subsidiary)demand. In the event the Issuer is not reimbursed by the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from on the Disbursement Date, in or if the principal amount equal Issuer must for any reason return or disgorge such reimbursement, the Lenders (including the Issuer) shall, on the terms and subject to the amount drawn under such Letter conditions of Creditthis Agreement, andfund the Reimbursement Obligation therefor by making, for this purposeon the next Business Day, Loans which are Base Rate Loans as provided in SECTION 3.1 (the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan being deemed to be made pursuant to this Section 2.6(bhave given a timely Extension of Credit Request therefor for such amount) and advanced after the Revolving Loan Maturity Date that shall be immediately due payable on demand and payablethat shall accrue interest until paid in full at the Default Rate.

Disbursements. The Lender Each Issuer will notify the Borrower, Borrower and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of CreditCredit issued by such Issuer, together with notice of the date (the “Disbursement Date”) such payment shall have been be made. Subject to the terms and provisions of such Letter of Credit, the applicable Issuer shall make such payment to the beneficiary (or be made (each its designee) of such payment, a “Disbursement”)Letter of Credit. Prior to 1:00 p.m.11:00 a.m., California Central time, on the first Disbursement Date (1st) or 11:00 a.m., Central time, on the Business Day following the Lender giving written notice to Disbursement Date if the Borrower of shall have received such notice after 10:00 a.m. on the Disbursement Date), the Borrower will reimburse the Lender applicable Issuer for all amounts which the Lender it has disbursed to reimburse the issuing bank under or in connection with such issuing bank’s honor respect of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the applicable Issuer is not reimbursed by the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from on the Disbursement Date, in the principal amount equal to the amount drawn under or if such Letter of CreditIssuer must for any reason return or disgorge such reimbursement, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date Lenders shall, on the terms and subject to the conditions of this Agreement, fund the Reimbursement Obligation therefor by making, on the next Business Day, Revolving Loans which are ABR Loans as provided in Section 2.1 (the Borrower being deemed to have given a timely Borrowing Notice therefor for such amount); provided, however, for the purpose of determining the availability of the Revolving Loan Commitments to make Revolving Loans immediately prior to giving effect to the application of the proceeds of such Revolving Loans, such Reimbursement Obligation shall be immediately due and payabledeemed not to be outstanding at such time. To the extent the applicable Issuer is not reimbursed in full in accordance with the preceding sentences, the Borrower’s Reimbursement Obligation shall accrue interest at a fluctuating rate determined by reference to the interest rate applicable to ABR Loans, plus a margin of two percent (2%) per annum, payable on demand.

Disbursements. The Lender Issuer will notify the Borrower, Borrowers and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of CreditCredit issued by the Issuer, together with notice of the date (the “Disbursement Date”) such payment shall have been or be made (each such payment, a “Disbursement”). Prior to 1:00 p.m.noon, California Houston time, on the Disbursement Date if the Borrowers shall have Amended and Restated First Lien Credit Agreement received such notice of such Disbursement on or prior to 10:00 a.m., Houston time, or, if the Borrowers shall have received such notice of Disbursement after 10:00 a.m., Houston time, on the Disbursement Date then not later than noon, Houston time, on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower Borrowers will reimburse the Lender Administrative Agent for the account of the Issuer, for all amounts which that the Lender Issuer has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt rate per annum then in effect for Base Rate Loans (including the then Applicable Margin for Loans accruing on such amount) pursuant to Section 3.2 for the period from the Disbursement Date through the date of such reimbursement (reimbursement; provided that the Borrowers may, subject to the conditions set forth herein, request in accordance with Section 2.3 that such payment be financed with a “Lender Disbursement”)Base Rate Loan in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting Borrowing. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the each Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender Issuer upon each Lender Disbursement of pursuant to a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto hereunder (whether the account party on such Letter of Credit is the a Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payable.

Disbursements. The Lender Each Issuer will notify the Borrower, applicable Revolving Credit Borrower and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Revolving Credit Letter of Credit, together with notice of the date (the “a Disbursement Date”) such payment shall have been be made. Subject to the terms and provisions of such Revolving Credit Letter of Credit, the applicable Issuer shall make such payment to the beneficiary (or be made (each its designee) of such payment, a “Disbursement”)Revolving Credit Letter of Credit. Prior to 1:00 p.m.12:00 noon, California New York City time, on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower Revolving Credit Borrowers will be obligated, on a joint and several basis, to reimburse the Lender applicable Issuer for all amounts which the Lender it has disbursed to reimburse under the issuing bank in connection with such issuing bank’s honor of a draw under such Revolving Credit Letter of Credit. To the extent the applicable Issuer is not reimbursed in full in accordance with the third sentence of this Section, together with the Revolving Credit Borrowers Reimbursement Obligation shall accrue interest thereon at a fluctuating rate per annum equal determined by reference to the Weighted Average Term Debt Alternate Base Rate plus the Applicable Revolving Loan Margin for the period from the Disbursement Date through the date Base Rate Loans plus a margin of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit5.0% per annum, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party payable on such Letter of Credit is the Borrower or a Subsidiary)demand. In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that applicable Issuer is not reimbursed by the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from Credit Borrowers on the Disbursement Date, in or if such Issuer must for any reason return or disgorge such reimbursement, the principal amount equal Revolving Credit Lenders (including such Issuer) shall, on the terms and subject to the amount drawn under conditions of this Agreement, fund the Reimbursement Obligation therefor by making, on the next Business Day, Revolving Credit Loans which are Base Rate Loans as provided in Section 2.1.2 (the Revolving Credit Borrowers being deemed to have given a timely Borrowing Request therefor for such Letter of Creditamount); provided, andhowever, for this purposethe purpose of determining the availability of the Revolving I Credit Commitments to make Revolving I Credit Loans immediately prior to giving effect to the application of the proceeds of such Revolving Credit Loans, the conditions precedent in Article V or any other Borrower requirements hereunder such Reimbursement Obligation shall be deemed not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payableoutstanding at such time.

Disbursements. The Lender Issuer will notify the Borrower, applicable Borrower or Borrowers and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of Credit, together with notice of the date (the “a "Disbursement Date”") such payment shall have been or be made (each such payment, a “Disbursement”)made. Prior to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice Subject to the Borrower terms and provisions of the Disbursement Datesuch Letter of Credit, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. The applicable Borrower or Borrowers will reimburse the Lender Issuer for all amounts which the Lender it has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together except to the extent such amounts are in respect of an LOC Liquidity Disbursement (in which case such amounts shall be reimbursed to the Issuer or the Lenders by the applicable SPC in accordance with the provisions of the Enhancement Letter of Credit Application and Agreement relating thereto (the obligation of such SPC to reimburse the Issuer or the Lenders for such amounts in accordance with such terms being herein referred to as a "Liquidity Obligation")), on the Disbursement Date, if such Borrower or Borrowers are notified of such disbursement prior to 12:00 noon (New York, New 55 York, time) on the Disbursement Date, or on the Business Day immediately succeeding the Disbursement Date, if such Borrower or Borrowers are not so notified (the "Reimbursement Due Date"). To the extent the Issuer is not reimbursed in full in respect of any Reimbursement Obligation payable by such Borrower or Borrowers on the Disbursement Date, such Reimbursement Obligation shall accrue interest thereon from (and including) the Disbursement Date at a fluctuating rate per annum equal to the Weighted Average Term Debt sum of the Alternate Base Rate from time to time in effect, plus the Applicable Margin for ABR Loans from time to time in effect, plus from (and including) the period from the Disbursement Date through the date Reimbursement Due Date, a margin of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit200 basis points, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party payable on such Letter of Credit is the Borrower or a Subsidiary)demand. In the event the Issuer is not reimbursed by such Borrower fails to so reimburse or Borrowers on the Lender Disbursement Date for any Lender DisbursementReimbursement Obligation in respect of any Letter of Credit due and owing on such Disbursement Date, or if the Issuer must for any reason return or disgorge such reimbursement, the Lender Lenders (including the Issuer) shall, on the terms and subject to the conditions of this Agreement (including the conditions set forth in Article VI), fund such Reimbursement Obligation by making, on the next Business Day, Loans which are ABR Loans as provided in Section 2.3 (such Borrower or Borrowers being deemed to have given a timely Borrowing Request therefor for such amount); provided, however, for the purpose of determining the availability of the Commitments to make Loans immediately prior to giving effect to the application of the proceeds of such Loans, such Reimbursement Obligation shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payableoutstanding at such time.

Disbursements. The Lender DIP Letter of Credit Issuer will promptly notify the Borrower, promptly upon Borrower and the Lender receiving knowledge thereof, Administrative Agent by telephone (confirmed by facsimile) of the presentment for payment of any DIP Letter of CreditCredit issued by such DIP Letter of Credit Issuer, together with notice of the date (the “Disbursement Date”) such payment shall have been or be made (each such payment, a “Disbursement”). Subject to the terms and provisions of such DIP Letter of Credit and this Agreement, the applicable DIP Letter of Credit Issuer shall make such payment to the beneficiary (or its designee) of such DIP Letter of Credit. Prior to 1:00 p.m., California time, p.m. on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender Administrative Agent for the account of the DIP Letter of Credit Issuer for all amounts which the Lender such DIP Letter of Credit Issuer has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such DIP Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt rate per annum then in effect for the NM Loans that are Base Rate Loans pursuant to Section 3.2.1(a) for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”)reimbursement. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any DIP Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender applicable DIP Letter of Credit Issuer upon each Lender Disbursement of a DIP Letter of Credit, and it shall be deemed to be the obligor Obligor for purposes of each such DIP Letter of Credit issued pursuant hereto hereunder (whether the account party on such DIP Letter of Credit is the Borrower or a SubsidiarySubsidiary Guarantor). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payable.

Disbursements. The Lender At the close of Escrow, the Escrow Agent will notify deliver or wire transfer (i) to each Seller, or their respective order, the Borrower, promptly upon the Lender receiving knowledge thereof, allocable amount of the presentment for payment of any Letter of Credit, together with notice Cash Portion of the date Purchase Price (based on each Seller’s respective ownership percentage and reduced by any portion allocated to (a) the “Disbursement Date”Exchange Option) and (b) disposition fees and commissions paid to securities broker dealers or fees paid to investment advisors engaged by any Seller if Seller has elected to participate in the Exchange Option, plus or minus any proration or other credits to which the parties will be entitled hereunder (such credits and prorations to consist solely of the rental payment due from the tenant of the Property and debt service payments), and (ii) to Buyer, or order, any excess funds theretofore delivered to the Escrow Agent by Buyer. All other disbursements by the Escrow Agent shall have been or be made (each such payment, a “Disbursement”). Prior to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice to the Borrower by checks of the Disbursement DateEscrow Agent. For purposes of calculating prorations, the Borrower will reimburse the Lender for all amounts which the Lender has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it Buyer shall be deemed to be in title to the obligor Property, and therefore, entitled to the income therefrom and responsible for purposes the expenses thereof for the entire day upon which the Closing occurs, proration shall be made on the basis of each such Letter the actual number of Credit issued pursuant hereto days of the month which shall have elapsed as of the day of the Closing and based upon the actual number of days in the month and a three-hundred-sixty-five (whether 365) days per year, provided, however, no prorations shall be made for direct expense items paid by the tenant of the property. Insurance shall not be prorated. Except as expressly set forth in this Agreement, all items of income and expense which accrue for the period prior to the Closing will be for the account party of Seller and all items of income and expense which accrue for the period after Closing will for the account of Buyer. The balance of any operating reserve held by Seller’s agent may be distributed through the Escrow on a prorata basis, provided any Seller receiving such Letter of Credit distribution through escrow hereby represents and warrants that it is the Borrower or a Subsidiary)authorized party entitled to such distribution and shall indemnify, defend and hold harmless Buyer from any claims with respect thereto. In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter The provisions of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date 12 shall be immediately due and payablesurvive closing.

Disbursements. The Lender An Issuer will notify the Borrower, Borrower and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of CreditCredit issued by such Issuer, together with notice of the date (the “Disbursement Date”) such payment shall have been or be made (each such payment, a “Disbursement”). Subject to the terms and provisions of such Letter of Credit and this Agreement, the applicable Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m., California time, 12:00 noon on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will (a) deliver a Borrowing Notice to the Administrative Agent in order to refinance such Reimbursement Obligation with a Revolving Loan accruing at the Base Rate or (b) reimburse the Lender applicable Issuer, for all amounts which the Lender such Issuer has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt rate per annum then in effect for Base Rate Loans (with the then Applicable Margin for Revolving Loans accruing on such amount) pursuant to Section 3.2 for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”)reimbursement. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender applicable Issuer upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto hereunder (whether the account party on such Letter of Credit is the Borrower or a SubsidiarySubsidiary Guarantor). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payable.

Disbursements. The Lender will notify Landlord shall disburse the BorrowerInitial Tenant Improvement Allowance, promptly the First Expansion Tenant Improvement Allowance and the Second Expansion Tenant Improvement Allowance (collectively, the “Tenant Improvement Allowance”), as applicable, for the Tenant Improvements directly to Tenant’s Contractor, or subcontractors, or to Tenant as Landlord and Tenant may agree, in monthly installments. Landlord’s disbursements shall be conditioned upon Landlord’s receipt of (i) invoices of Tenant’s Contractor furnished to Landlord by Tenant covering work actually performed, construction in place and materials delivered to the Lender receiving knowledge thereofsite (as may be applicable) describing in reasonable detail such work, construction and/or materials, (ii) conditional lien waivers executed by Tenant’s Contractor, subcontractors or suppliers, as applicable, for their portion of the presentment work covered by the requested disbursement, and (iii) unconditional lien waivers executed by Tenant’s Contractor and the persons and entities performing the work or supplying the materials covered by Landlord’s previous disbursement for payment of any Letter of Credit, together with notice of the date work or materials covered by such previous disbursements (all such waivers to be in the “Disbursement Date”) such payment shall have been or form prescribed by California law). Payment will be made (each for materials or supplies not on site if Tenant had committed to pay for such payment, a “Disbursement”). Prior to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender for all amounts which the Lender has disbursed to reimburse the issuing bank off-site materials and supplies in connection with the Tenant Improvements and provides Landlord with evidence that such issuing bank’s honor materials and supplies are covered by applicable insurance, and if Tenant provides evidence of a draw under such Letter the invoice therefor to Landlord, which payment by Landlord will be conditioned upon the payment by Tenant of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date its pro rata portion of such reimbursement invoice. Landlord may withhold the amount of any and all retention percentages provided for in original contracts or subcontracts until expiration of the applicable lien periods or receipt of unconditional lien waivers and full releases upon final payment (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Creditform prescribed by California law) from Tenant’s Contractor, andsubcontractors or suppliers, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payableas applicable.

Disbursements. The Lender will notify the Borrower, promptly upon the Lender receiving knowledge thereof, (A) At least five (5) Business Days (by 11:00 a.m. New York time) prior to each date an Advance or disbursement of the presentment for payment of any Letter of CreditLoan is to be made hereunder pursuant to this Agreement, together with notice the Agent shall notify each Lender of the proposed disbursement. Each Lender shall make available to Agent (or the funding Lender or entity designated by the Agent), the amount of such Lender’s Percentage of such disbursement (with respect to such Lender, such amount being referred to herein as a “Lender Advance”) in immediately available funds not later than 11:00 a.m. (New York time) on the date such disbursement is to be made (the such date being referred to herein as a “Disbursement Funding Date”) such payment ). Unless the Agent shall have been or be made (each notified by any Lender prior to such payment, a “Disbursement”). Prior time for funding in respect of any Lender Advance that such Lender does not intend to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice make available to the Borrower of Agent such Lender’s Lender Advance, the Disbursement Agent may assume that such Lender has made such amount available to the Agent and the Agent, in its sole discretion, may, but shall not be obligated to, make available to Borrowers a corresponding amount. If such corresponding amount is not in fact made available to the Agent by such Lender on or prior to the respective Funding Date, the Borrower will reimburse the such Lender for all amounts which the Lender has disbursed agrees to reimburse the issuing bank in connection with pay, and Borrowers agree to repay to Agent, forthwith on demand such issuing bank’s honor of a draw under such Letter of Credit, corresponding amount together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate thereon, for the period each day from the Disbursement Date through date such amount is made available to Borrowers until the date such amount is paid or repaid to Agent, at (i) in the case of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of CreditLender, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement rate of a Letter of Credittwenty-one percent (21%) per annum, and it shall be deemed (ii) in the case of Borrower, the interest rate applicable at the time to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party a disbursement made on such Letter of Credit is the Borrower or a Subsidiary)Funding Date. In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the If such Lender shall be deemed pay to have madeAgent such corresponding amount, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed)such amount so paid shall constitute such Lender’s Lender Advance, and interest if both such Lender and Borrowers shall accrue from the Disbursement Datehave paid and repaid, in the principal amount equal respectively, such corresponding amount, Agent shall promptly return to the amount drawn under Borrowers such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payablecorresponding amount.

Disbursements. The Lender will notify Landlord shall have the Borrower, promptly upon right to disburse the Lender receiving knowledge thereof, Allowance Amount (and any Deposits deposited with Landlord by Tenant hereunder) for Tenant Improvement Costs in such order as Landlord shall determine. In the event that (i) Tenant requests in writing (a “Disbursement Request”) that Landlord disburse all or any portion of the presentment Allowance Amount and the Deposits for Tenant Improvement Costs and (ii) in Landlord’s judgment, the Allowance Amount and the Deposits then held by Landlord are sufficient to cover the sum of (A) the Tenant Improvement Costs directly payable by Landlord, if any, in connection with this Work Letter and (B) the amounts desired to be so disbursed by Tenant, Landlord shall make such disbursements to Tenant pursuant to this Section 4.2. Landlord shall not be required to make more than one such disbursement to Tenant per calendar month and then only if on or before the twenty-fifty (25th) day of the preceding calendar month, Tenant delivers to Landlord (i) a request for payment substantially in the form of AIA Standard Form document G702, (ii) invoices from all of Tenant’s Agents covered by Tenant’s Disbursement Request, (iii) executed mechanic’s lien releases from all of such Tenant’s Agents that are entitled to lien rights, which shall comply with the appropriate provisions of applicable Law, as determined in good faith by Landlord; and (iv) all other information reasonably requested by Landlord. Tenant’s Disbursement Request shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Provided that such Disbursement Request (and the work covered hereby) is in Landlord’s judgment in compliance with the provisions of this Work Letter and that Landlord does not dispute any work previously performed based on non-compliance of such work with the Approved Working Drawings, substandard work or for any other reason, on or before the last day of the calendar month following Landlord’s receipt of such Disbursement Request, Landlord shall deliver a check to Contractor in an amount equal to the lesser of: (A) ninety percent (90%) of the amount so requested by Tenant and (B) the balance of any Letter of Credit, together with notice remaining available portion of the date Allowance Amount and Deposits held by Landlord. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s Disbursement Request. In addition to the conditions set forth in this Section 4.2 applicable to all disbursements set forth in any Disbursement Request, any disbursement of any retention previously withheld by Landlord and requested by Tenant, following completion of the Tenant Improvements, the following conditions to payment shall also be applicable: (i) Tenant shall deliver to Landlord properly executed final mechanic’s lien releases from all such Tenant’s Agents in compliance with applicable Law, (ii) Landlord shall determine that no substandard work (with respect to the “Disbursement Date”Tenant Improvements) exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant’s use of such payment other tenant’s leased premises in the Building, (iii) Landlord shall have determined that all other Tenant Improvement Costs shall have been or be made paid in full, (each such payment, a “Disbursement”). Prior to 1:00 p.m., California time, on the first (1stiv) Business Day following the Lender giving written notice to the Borrower Landlord’s Architect and/or Landlord shall have determined that Substantial Completion of the Disbursement DateTenant Improvements has occurred and (v) Tenant’s Architect shall have delivered to Landlord a certificate, in form reasonably satisfactory to Landlord, certifying that construction of the Borrower will reimburse Tenant Improvements in the Lender for all amounts which the Lender has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”)Premises have been substantially completed. Without limiting in any way the foregoing and notwithstanding Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Creditthis Work Letter, the Borrower hereby acknowledges and agrees that it in no event shall Landlord be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for fund any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, disbursement request in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to accordance with this Section 2.6(b) and advanced 4.2 below submitted to Landlord after the Revolving Loan Maturity Date shall be immediately due and payableJune 30, 2009.

Disbursements. The So long as no Event of Default shall have occurred, funds shall be disbursed by Lender will notify for the Borrowerpurposes of effecting the improvements to the projects set forth above in paragraph 4.f.(i) not to exceed the amounts set forth therein on the following terms and conditions. All requests for funding shall be in writing and shall be made through ILX's completion and submission of a construction loan request in the form appended hereto as EXHIBIT E, promptly upon or such other form as Lender may require. ILX shall have provided Lender a written budget satisfactory to Lender in its discretion for the improvements to be effected at the subject project, supported by bids, cost estimates, contracts or other documentation reasonably satisfactory to Lender, which budget shall be updated in writing as necessary by ILX. Each such disbursement shall be made on written request of ILX only for the purpose of funding the cost of improvements in place or materials delivered to the job site and properly installed or securely stored therein as evidenced by invoices or other documentation reasonably satisfactory to Lender, in accordance with the plans and specifications therefore supplied to and approved by Lender receiving knowledge thereof, in its reasonable discretion. Lender shall have the right to make inspections of the presentment subject projects and improvements and all the improvements for payment which disbursement of any Letter of CreditLoan proceeds shall be satisfactory to Lender and its construction inspector, together with notice of if any. All improvements to the subject project to the date (the “Disbursement Date”) such payment of disbursement shall have been paid for in full (or be made (each such paymentsubject only to applicable retainage) as evidenced by lien waivers or other documentation reasonably satisfactory to Lender. With respect to furniture, fixtures, equipment and personalty paid for in whole or in part by Advances, Lender shall have, and the ILX Entities hereby grant to Lender, a “Disbursement”)duly perfected first priority security interest in same. Prior to 1:00 p.m., California time, on The cost of completing the first (1st) Business Day following subject improvements at no time shall exceed the Lender giving written notice undisbursed balance of the Loan proceeds pertaining to the Borrower subject project (and if the cost of completing the subject improvements at any time exceeds the undisbursed balance of the Disbursement DateLoan proceeds pertaining to the subject project, the Borrower will reimburse the ILX shall immediately pay to Lender for all amounts which the Lender has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of deposit into a draw under such Letter of Credit, together with non-interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the bearing Loan account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal an amount equal to the amount drawn under any such Letter of Creditexcess, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder which amounts shall not apply. Any Revolving Loan deemed to be made disbursed by Lender pursuant to the provisions of this Section 2.6(b) and advanced after the Revolving Loan Maturity Date paragraph). No funds shall be immediately due advance by Lender for the purposes of effecting the improvements to the Bell Rock Inn until the ILX Entities have executed and payabledelivered xx Lender an additional security agreement and UCC-1 financing statements perfecting Lender's security interests in the furniture, fixtures, and equipment acquired with Lender's funding.

Disbursements. The Lender Each Issuer will notify the Borrower, Borrower and the ------------- Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of Credit, together with notice of the date (the “"Disbursement Date”") such payment shall have been be made. ----------------- Subject to the terms and provisions of such Letter of Credit, the applicable Issuer shall make such payment (the "Disbursement") to the beneficiary (or be made (each its ------------ designee) of such payment, a “Disbursement”)Letter of Credit. Prior to 1:00 p.m., California 11:30 a.m. (U.S. Central time, ) on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender applicable Issuer for all amounts which the Lender it has disbursed to reimburse under the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the applicable Issuer is not reimbursed by the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from on the Disbursement Date, in or if such Issuer must for any reason return or disgorge such reimbursement, the principal amount equal Lenders (including such Issuer) shall, on the terms and subject to the amount drawn under such conditions of this Agreement, fund the Reimbursement Obligation therefor by making, on the next Business Day, Revolving Loans (in accordance with each Lender's Percentage without regard to whether the underlying Disbursement arises with respect to a Revolving Loan Letter of Credit) which are Base Rate Loans as provided in Section 2.1.1 (the Borrower being deemed to have given a timely ------------- Borrowing Request therefor for such amount); provided, andhowever, for this purposethe purpose -------- ------- of determining the availability of the Commitments to make Loans immediately prior to giving effect to the application of the proceeds of such Loans, such Reimbursement Obligation shall be deemed not to be outstanding at such time. To the extent the applicable Issuer is not reimbursed in full in accordance with the preceding sentences, the conditions precedent in Article V or any other Borrower requirements hereunder Borrower's Reimbursement Obligation shall not apply. Any Revolving Loan deemed accrue interest at a fluctuating rate determined by reference to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payableLIBO Rate, plus a margin of 2% per annum, payable on demand.

Disbursements. The Lender will notify shall disburse the BorrowerLoan proceeds through the Title Company, promptly upon pursuant to the Lender receiving knowledge thereofConstruction Escrow Agreement, based on a percentage of the presentment Work completed in accordance with this Loan Agreement and the other Loan Documents. Borrowers shall not request and, subject to the provisions hereof, Lender shall not be required to make a Disbursement either directly or through the Title Company more frequently than once each calendar month for payment each Project. Lender may at any time take such action as it deems appropriate to verify that the conditions precedent to each Disbursement have been satisfied, including, but not limited to, verification of the amounts due under any construction contract relative to the Work. Borrowers agree to cooperate with Lender in any such action. If, in the course of any Letter such verification, any amount shown on any construction contract, application for payment, sworn statement or waiver of Creditlien is subject to a possible discrepancy, together with notice such discrepancy shall be resolved by Borrowers to Lender's satisfaction. Lender shall not be obligated to disburse Loan proceeds following any Event of Default or Unmatured Default under this Agreement, any other Loan Document, or the date (Construction Escrow Agreement. Each request for Disbursement, excluding the “Initial Disbursement Date”) such payment or a Construction Disbursement made simultaneously to the Initial Disbursement, shall have been or be made by a notice from Borrowers and addressed to Lender or its agent delivered at least ten (each such payment, a “Disbursement”). Prior 10) business days prior to 1:00 p.m., California time, on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender for all amounts which the Lender has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal to the Weighted Average Term Debt Rate for the period from the Disbursement Date through the date of such reimbursement (a “Lender Disbursement”). Without limiting the requested Disbursement specifying in any way detail the foregoing amount and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes mode of each such Letter of Credit issued pursuant hereto (whether Disbursement and accompanied by the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails following, all in form and substance satisfactory to so reimburse the Lender for any Lender DisbursementLender, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Dateas appropriate, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payable.its sole but reasonable discretion:

Disbursements. The Lender Issuer will notify the Borrower, Borrower and the Administrative Agent promptly upon the Lender receiving knowledge thereof, of the presentment for payment of any Letter of CreditCredit issued by the Issuer, together with notice of the date (the “"Disbursement Date”") such payment shall have been or be made (each such payment, a “"Disbursement”"). Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer shall make such payment to the beneficiary (or its designee) of such Letter of Credit. Prior to 1:00 p.m.11:00 a.m., California New York City time, on the first (1st) Business Day following the Lender giving written notice to the Borrower of the Disbursement Date, the Borrower will reimburse the Lender Administrative Agent, for the account of the Issuer, for all amounts which the Lender Issuer has disbursed to reimburse the issuing bank in connection with such issuing bank’s honor of a draw under such Letter of Credit, together with interest thereon at a rate per annum equal then in effect for Base Rate Loans plus the Applicable Margin for Revolving Loans pursuant to the Weighted Average Term Debt Rate Section 3.2 for the period from the Disbursement Date through the date of such reimbursement; provided, however, that unless the Borrower shall have notified the Administrative Agent and the Issuer prior to such time on the Disbursement Date, the Borrower will be deemed to have requested (and shall deliver a Borrowing Request within one Business Day of the Disbursement Date confirming) that a Swing Line Loan be made in the amount of such reimbursement and the Administrative Agent shall so notify the Swing Line Lender which shall, subject, however, to the conditions of Section 2.3.2 (except for the notice, the minimum principal amount and the integral amount requirements), make a “Swing Line Loan in such amount (the proceeds of which will be wired to the Issuer unless the Issuer and the Swing Line Lender Disbursement”are the same Person, in which case a book-entry transfer may be made). Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Lender Issuer upon each Lender Disbursement of a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued pursuant hereto (whether the account party on such Letter of Credit is the Borrower or a Subsidiary). In the event the Borrower fails to so reimburse the Lender for any Lender Disbursement, the Lender shall be deemed to have made, without further notice to the Borrower, a Revolving Loan (notwithstanding that the Revolving Loan Commitment Termination Date may have passed), and interest shall accrue from the Disbursement Date, in the principal amount equal to the amount drawn under such Letter of Credit, and, for this purpose, the conditions precedent in Article V or any other Borrower requirements hereunder shall not apply. Any Revolving Loan deemed to be made pursuant to this Section 2.6(b) and advanced after the Revolving Loan Maturity Date shall be immediately due and payable.