Common use of Drawings and Reimbursements; Credit-Linked Deposits Clause in Contracts

Drawings and Reimbursements; Credit-Linked Deposits. (i) Upon receipt from the beneficiary of any Credit of any notice of a drawing under such Credit, the L/C Issuer of such Credit shall promptly notify the Co-Obligors’ Agent and the Administrative Agent thereof. In the case of a Credit denominated in an Alternative Currency, the Co-Obligors jointly and severally agree to reimburse such L/C Issuer in such Alternative Currency, unless (A) such L/C Issuer (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Co-Obligors’ Agent or any Co-Obligor shall have notified such L/C Issuer promptly following receipt of the notice of drawing that the Co-Obligors will reimburse such L/C Issuer in Dollars. In the case of any such reimbursement in Dollars of any payment or disbursement under a Credit denominated in an Alternative Currency, such L/C Issuer shall notify the Co-Obligors’ Agent of the Dollar Equivalent of the amount of the payment or disbursement promptly following the determination thereof. If the Co-Obligors’ Agent or any Co-Obligor obtains notice from such L/C Issuer of a drawing under a Credit prior to 10:00 a.m., or the Applicable Time in the case of a Credit to be reimbursed in an Alternative Currency, on any Business Day, the Co-Obligors jointly and severally agree to reimburse such L/C Issuer on such Business Day. If the Co-Obligors’ Agent or any Co-Obligor obtains written notice from such L/C Issuer of a drawing under a Credit at or after 10:00 a.m., or the Applicable Time in the case of a Credit to be reimbursed in an Alternative Currency, on any Business Day, the Co-Obligors jointly and severally agree to reimburse such L/C Issuer on the Business Day immediately following the Business Day upon which such notice was received by the Co-Obligors’ Agent or any Co-Obligor. Such reimbursement shall be made directly to such L/C Issuer in an amount equal to the unreimbursed drawing (the “Unreimbursed Amount”) and in the applicable currency. Without affecting the Co-Obligors’ obligations to so reimburse such L/C Issuer on any such Business Day, which shall be absolute and unconditional, if the Co-Obligors fail to so reimburse such L/C Issuer by such time referenced above on the applicable due date for reimbursement specified above (the “Reimbursement Date”), such L/C Issuer shall so notify the Administrative Agent (with a copy to the Co-Obligors’ Agent), which notice shall be provided on a Business Day, and specify in such notice the amount of the Unreimbursed Amount. Immediately upon receipt of such notice from such L/C Issuer, the Administrative Agent shall promptly notify each Lender of the Reimbursement Date, the Unreimbursed Amount, the amount of such Lender’s Pro Rata Share thereof, and shall state that Advances will be funded by application of such Lender’s Pro Rata Share of the Credit-Linked Deposits in the Credit-Linked Deposit Account on the fifth Business Day thereafter to the extent the Unreimbursed Amount (or any portion thereof) remains outstanding on such day. In the case of any Credit of any L/C Issuer denominated in an Alternative Currency, the Unreimbursed Amount shall be redenominated into Dollars by such L/C Issuer and equal the Dollar Equivalent Amount thereof as notified by such L/C Issuer to the Administrative Agent, and the Administrative Agent shall so notify the Lenders in the notice described in the preceding sentence. Any notice given by any L/C Issuer or the Administrative Agent pursuant to this Section 2.01(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each L/C Issuer hereby irrevocably grants to each Lender, and each Lender hereby irrevocably accepts and purchases from the L/C Issuers on the terms and conditions hereinafter stated, for such Lender’s own account and risk an undivided interest equal to its Pro Rata Share in such L/C Issuer’s obligations and rights with respect to the Credits issued pursuant to this Agreement (as to each Lender, its “Participation”), which purchase price when paid to the Administrative Agent shall not be a deposit obligation of the Administrative Agent or Bank of America. The consideration for the Participation of each Lender shall consist of the payment by such Lender to the Administrative Agent of an amount equal to the Dollar amount set forth opposite such Lender’s name on Schedule 2.01 under the heading “Credit-Linked Deposit” (as the same may be reduced from time to time in accordance with this Agreement, such Lender’s “Credit-Linked Deposit”), subject to the conditions precedent set forth in Section 4.01 hereof. Each Lender shall pay to the Administrative Agent its Credit-Linked Deposit in full on the Closing Date. The Credit-Linked Deposits of all Lenders shall be held by, and in the name of, the Administrative Agent in the Credit-Linked Deposit Account under the sole dominion and control of the Administrative Agent. Each Lender unconditionally and irrevocably agrees with the Administrative Agent and the L/C Issuers that, if a drawing is paid under any Credit for which any L/C Issuer is not reimbursed in full by the Co-Obligors in cash within five Business Days after the applicable Reimbursement Date, or converted into a Term Loan under Section 2.03(b), such Lender hereby authorizes the Administrative Agent to reimburse to the applicable L/C Issuer the Unreimbursed Amount (or the outstanding portion thereof) related to such drawing, to the extent of such Lender’s Pro Rata Share of the Unreimbursed Amount, solely from such Lender’s Pro Rata Share of the Credit-Linked Deposits in the Credit-Linked Deposit Account, and each Lender hereby irrevocably authorizes the Administrative Agent to charge the Credit-Linked Deposit Account for such purpose, in satisfaction of such Lender’s reimbursement obligation arising with respect to such drawing hereunder. Without limiting the generality of Section 9.01, in charging the Credit-Linked Deposit Account or otherwise exercising any rights of set-off with respect thereto, the Administrative Agent acts as the agent of the applicable L/C Issuer. The amount of each Lender’s Pro Rata Share of such Unreimbursed Amount (or portion thereof) which is paid to the applicable L/C Issuer as set forth above shall be deemed to be an Advance by such Lender to the Co-Obligors hereunder. The outstanding principal amount of each Advance, together with interest thereon as provided in Section 2.04, shall be due and payable, in Dollars, on demand. Each Lender shall be subrogated to the rights and remedies of the applicable L/C Issuer against the Co-Obligors and any Subsidiary or other Affiliate liable under such Credit to the extent such Lender has reimbursed such L/C Issuer as set forth in this Section 2.01(c)(ii). The L/C Issuers shall reasonably cooperate in exercising and enforcing such rights and remedies as may be requested by the Required Lenders (and such cooperation shall be subject to any applicable indemnification set forth in Section 10.04 of this Agreement). The L/C Issuers shall have no right to withdraw or set-off against monies on deposit in the Credit-Linked Deposit Account other than as set forth in this Section 2.01(c)(ii) or as otherwise provided herein. (iii) The Credit-Linked Deposits shall be held by the Administrative Agent in its name in the Credit-Linked Deposit Account and no Person other than the Administrative Agent shall have a right of withdrawal from the Credit-Linked Deposit Account nor any other right or power with respect to the Credit-Linked Deposits or the Credit-Linked Deposit Account. Notwithstanding anything in this Agreement to the contrary, the sole funding obligation of each Lender in respect of its Participation shall be satisfied upon funding of its Credit-Linked Deposit. (iv) Until an Advance is funded pursuant to this Section 2.01(c) to reimburse the applicable L/C Issuer for the Unreimbursed Amount in respect of any Credit, or such Unreimbursed Amount is converted to a Term Loan pursuant to Section 2.03, interest on such Unreimbursed Amount shall be solely for the account of such L/C Issuer and shall accrue from the Reimbursement Date to the earliest of (i) the date such Unreimbursed Amount is reimbursed to the applicable L/C Issuer, (ii) the date such Unreimbursed Amount becomes an Advance pursuant to Section 2.01(c)(ii), and (iii) the date such Unreimbursed Amount is converted into a Term Loan under Section 2.03(b). All such Unreimbursed Amounts shall bear interest on the outstanding principal amount thereof at an interest rate per annum equal at all times to the Base Rate plus the Applicable Rate, except that upon the occurrence and during the continuation of an Event of Default, such amounts shall bear interest at the forgoing interest rate otherwise applicable to such amounts plus the Default Rate. (v) Except as expressly provided herein, each Lender’s agreement to fund Advances, by application of such Lender’s Pro Rata Share of the Credit-Linked Deposits, to reimburse the L/C Issuers for amounts drawn under Credits issued by each L/C Issuer, as contemplated by this Section 2.01(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against such L/C Issuer, the Co-Obligors’ Agent, any Co-Obligor, any Subsidiary or other Affiliate or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing. No such making of an Advance shall relieve or otherwise impair the obligation of the Co-Obligors to reimburse such L/C Issuer for the amount of any payment made by such L/C Issuer under any Credit, together with interest as provided herein. Notwithstanding anything to the contrary in this Agreement, no Lender shall have any obligation to make Advances other than from the proceeds of its Credit-Linked Deposits. (vi) Notwithstanding that a Credit issued or outstanding hereunder is in support of any obligations of a Subsidiary or other Affiliate, the Co-Obligors shall be jointly and severally obligated to reimburse the applicable L/C Issuer hereunder for the full amount of any and all drawings under such Credit. With respect to each Affiliate which is not a Subsidiary of the Company, the Company hereby represents, warrants and agrees that the amount of all Credits issued hereunder supporting obligations of such Affiliate divided by the amount of all similar letters of credit (including such Credits) supporting obligations of such Affiliate, expressed as a percentage, will not at the time of the relevant Credit Extension, exceed the percentage of equity ownership of such Affiliate held directly or indirectly by the Company, as applicable. (vii) In the event of any voluntary payment or prepayment (other than through the making of a Term Loan as provided for in Section 2.03(b)) of an Advance, the Co-Obligors jointly and severally agree to pay on the date of such prepayment to the Administrative Agent, for the account of the Lenders in accordance with their Pro Rata Shares, the applicable Prepayment Premium, if any. For the avoidance of doubt, any Unreimbursed Amount which is prepaid by any Co-Obligor pursuant to Section 2.01(c)(i) prior to the funding of an Advance out of the Credit-Linked Deposit Account shall not be subject to a Prepayment Premium.

Drawings and Reimbursements; Credit-Linked Deposits. (i) Upon receipt from the beneficiary of any Credit-Linked Letter of Credit of any notice of a drawing under such Creditthereunder, the L/C Issuer of such Credit shall promptly notify the CoCredit-Obligors’ Agent and the Administrative Agent thereof. In the case of a Credit denominated in an Alternative Currency, the Co-Obligors jointly and severally agree to reimburse such L/C Issuer in such Alternative Currency, unless (A) such L/C Issuer (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Co-Obligors’ Agent or any Co-Obligor shall have notified such L/C Issuer promptly following receipt of the notice of drawing that the Co-Obligors will reimburse such L/C Issuer in Dollars. In the case of any such reimbursement in Dollars of any payment or disbursement under a Credit denominated in an Alternative Currency, such Linked L/C Issuer shall notify the Co-Obligors’ Borrower and the Administrative Agent thereof and of the Dollar Equivalent of date that the amount of the payment or disbursement promptly following the determination thereof. If the CoCredit-Obligors’ Agent or any Co-Obligor obtains notice from such Linked L/C Issuer is to make payment under such Credit-Linked Letter of Credit, which date shall be a drawing under Business Day (each such date, a Credit prior to 10:00 a.m., or “Credit-Linked Honor Date”). Not later than 11:00 a.m. on the Applicable Time in the case of a Credit to be reimbursed in an Alternative Currency, on any Business Dayapplicable Credit-Linked Honor Date, the CoBorrower shall reimburse the Credit-Obligors jointly and severally agree to reimburse such Linked L/C Issuer on such Business Day. If through the Co-Obligors’ Administrative Agent or any Co-Obligor obtains written notice from such L/C Issuer of a drawing under a Credit at or after 10:00 a.m., or the Applicable Time in the case of a Credit to be reimbursed in an Alternative Currency, on any Business Day, the Co-Obligors jointly and severally agree to reimburse such L/C Issuer on the Business Day immediately following the Business Day upon which such notice was received by the Co-Obligors’ Agent or any Co-Obligor. Such reimbursement shall be made directly to such L/C Issuer in an amount equal to the unreimbursed drawing (amount of such drawing. If the “Unreimbursed Amount”) and in the applicable currency. Without affecting the Co-Obligors’ obligations Borrower fails to so reimburse such L/C Issuer on any such Business Day, which shall be absolute and unconditional, if the CoCredit-Obligors fail to so reimburse such Linked L/C Issuer by such time referenced above on the applicable due date for reimbursement specified above (the “Reimbursement Date”), such L/C Issuer shall so notify the Administrative Agent (with a copy to the Co-Obligors’ Agent), which notice shall be provided on a Business Day, and specify in such notice the amount of the Unreimbursed Amount. Immediately upon receipt of such notice from such L/C Issuertime, the Administrative Agent shall promptly notify each Credit-Linked Lender of the Reimbursement Credit-Linked Honor Date, the Unreimbursed Amount, the amount of the unreimbursed drawing (the “Unreimbursed Credit-Linked Amount”), and the amount of such Credit-Linked Lender’s Pro Rata Share Applicable Percentage thereof, and . In such event the Administrative Agent shall state also notify each Credit-Linked Lender that Credit-Linked L/C Advances will be funded by application of such Credit-Linked Lender’s Pro Rata Share of the Credit-Linked Deposits in the Credit-Linked Deposit Account on the fifth fourth Business Day thereafter after such Credit-Linked Honor Date to the extent the Unreimbursed Credit-Linked Amount (or any portion thereof) remains outstanding on such day. In the case of any Credit of any L/C Issuer denominated in an Alternative Currency, the Unreimbursed Amount shall be redenominated into Dollars by such L/C Issuer and equal the Dollar Equivalent Amount thereof as notified by such L/C Issuer to the Administrative Agent, and the Administrative Agent shall so notify the Lenders in the notice described in the preceding sentence. Any notice given by any the Credit-Linked L/C Issuer or the Administrative Agent pursuant to this Section 2.01(c)(i2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each The Credit-Linked L/C Issuer hereby irrevocably grants to each Credit-Linked Lender, and each Credit-Linked Lender hereby irrevocably accepts and purchases from the Credit-Linked L/C Issuers Issuer, in each case on the terms and conditions hereinafter stated, for such Credit-Linked Lender’s own account and risk risk, an undivided interest equal to its Pro Rata Share Applicable Percentage in such the Credit-Linked L/C Issuer’s obligations and rights with respect to the Credits issued pursuant to this Agreement each Credit-Linked Letter of Credit (as to each Credit-Linked Lender, its “Credit-Linked Participation”), which purchase price when paid to the Administrative Agent shall not be a deposit obligation of the Administrative Agent or Bank of America. The consideration for the Credit-Linked Participation of each Credit-Linked Lender shall consist of the payment by such Credit-Linked Lender to the Administrative Agent of an amount equal to the Dollar amount set forth opposite such Credit-Linked Lender’s name on in Schedule 2.01 under the heading “Credit-Linked Deposit” (as the same may be reduced from time to time in accordance with this Agreement, such Lender’s “Credit-Linked Deposit”), subject to the conditions precedent set forth in Section 4.01 Article V hereof. Each Credit-Linked Lender shall pay to the Administrative Agent its Credit-Linked Deposit in full on the Closing Date. The Credit-Linked Deposits of all Credit-Linked Lenders shall be held by, and in the name of, the Administrative Agent in the Credit-Linked Deposit Account under the sole dominion and control of the Administrative Agent. Each Credit-Linked Lender unconditionally and irrevocably agrees with the Administrative Agent and the Credit-Linked L/C Issuers Issuer that, if a drawing is paid under any the Credit-Linked Letter of Credit for which any the Credit-Linked L/C Issuer is not reimbursed in full by the Co-Obligors Borrower in cash within five three (3) Business Days after the applicable Reimbursement Credit-Linked Honor Date, or converted into a Term Loan under Section 2.03(b), such Lender hereby authorizes the Administrative Agent shall be authorized to reimburse to the applicable Credit-Linked L/C Issuer the Unreimbursed Credit-Linked Amount (or the outstanding portion thereof) related to such drawingdrawing on or after the fourth Business Day after such Credit-Linked Honor Date, to the extent of such Credit-Linked Lender’s Pro Rata Share Applicable Percentage of the Unreimbursed Credit-Linked Amount, solely from such Credit-Linked Lender’s Pro Rata Share of the Credit-Linked Deposits in the Credit-Linked Deposit Account, and each Credit-Linked Lender hereby irrevocably authorizes the Administrative Agent to charge the Credit-Linked Deposit Account for such purpose, in satisfaction of such Credit-Linked Lender’s reimbursement obligation arising with respect to such drawing hereunderthereunder. Upon the charging of the Credit-Linked Lenders’ Credit-Linked Deposits to reimburse the Credit-Linked L/C Issuer in respect of any Unreimbursed Credit-Linked Amounts, the Credit-Linked L/C Issuer’s Credit-Linked L/C Borrowing in respect of such amount shall no longer be outstanding and shall be deemed replaced by Credit-Linked Advances in an aggregate amount equal to such Credit-Linked L/C Borrowing. Notwithstanding the foregoing, following the occurrence of an Event of Default, each Credit-Linked Lender hereby agrees that the Administrative Agent may immediately reimburse to the Credit-Linked L/C Issuer the Unreimbursed Credit-Linked Amount (or the outstanding portion thereof) related to any drawing under any Credit-Linked Letter of Credit on the applicable Credit-Linked Honor Date with Dollars deposited in the Credit-Linked Deposit Account in an amount equal to each such Credit-Linked Lender’s Applicable Percentage of such Unreimbursed Credit-Linked Amount. Without limiting the generality of Section 9.0110.01, in charging the Credit-Linked Deposit Account or otherwise exercising any rights of set-off with respect thereto, the Administrative Agent acts shall be acting as the agent of the applicable Credit-Linked L/C Issuer. The amount of each Credit-Linked Lender’s Pro Rata Share Applicable Percentage of such Unreimbursed Credit-Linked Amount (or portion thereof) which is paid to the applicable Credit-Linked L/C Issuer as set forth above shall be deemed to be an a Credit-Linked L/C Advance by such Credit-Linked Lender to the CoBorrower hereunder; and shall thereafter accrue interest at a rate per annum as provided in Section 2.07(b)(ii). Any such Credit-Obligors hereunderLinked LC Advance shall be deemed a permitted incurrence of Indebtedness under this Agreement if (and only if) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to the incurrence of such Indebtedness, on a Pro Forma Basis as of the most recent fiscal quarter end with respect to which the Administrative Agent has received the Required Financial Information, the Loan Parties would be in compliance with the financial covenants set forth in Section 8.16. The making of any Credit-Linked LC Advance that is not deemed to a permitted incurrence of Indebtedness in accordance with the terms of the immediately preceding sentence shall constitute an immediate Event of Default as provided in Section 9.01(b). The outstanding principal amount of each Credit-Linked L/C Advance, together with interest thereon as provided in Section 2.042.07(c), shall be due and payable, in Dollars, on demand. Each Credit-Linked Lender shall be subrogated to the rights and remedies of the applicable Credit-Linked L/C Issuer against the CoBorrower under the Credit-Obligors and any Subsidiary or other Affiliate liable under such Linked Letter of Credit to the extent such Credit-Linked Lender has reimbursed such the Credit-Linked L/C Issuer for the Unreimbursed Credit-Linked Amount of such Credit-Linked Letter of Credit as set forth in this Section 2.01(c)(ii2.03(c)(ii). The Credit-Linked L/C Issuers Issuer shall reasonably cooperate in exercising and enforcing such rights and remedies as may be requested by the Required Credit-Linked Lenders (and such cooperation shall be subject to any applicable indemnification set forth in Section 10.04 11.04(b) and (c) of this Agreement). The Credit-Linked L/C Issuers Issuer shall have no right to withdraw or set-off against monies on deposit in the Credit-Linked Deposit Account other than as set forth in this Section 2.01(c)(ii) or as otherwise provided herein2.03(c)(ii). (iii) The Credit-Linked Deposits shall be held by the Administrative Agent in its name in the Credit-Linked Deposit Account and no Person other than the Administrative Agent shall have a right of withdrawal from the Credit-Linked Deposit Account nor any other right or power with respect to the Credit-Linked Deposits or the Credit-Linked Deposit Account. Notwithstanding anything in this Agreement to the contrary, the sole funding obligation of each Credit-Linked Lender in respect of its Credit-Linked Participation shall be satisfied upon funding of in full its Credit-Linked DepositDeposit on the Closing Date. (iv) Until an a Credit-Linked L/C Advance is funded pursuant to this Section 2.01(c2.03(c) to reimburse the applicable Credit-Linked L/C Issuer for the Unreimbursed Amount a Credit-Linked L/C Borrowing, interest in respect of any each Credit, or -Linked L/C Borrowing in the amount of the Unreimbursed Credit-Linked Amount giving rise to such Unreimbursed Amount is converted to a Term Loan pursuant to Section 2.03, interest on such Unreimbursed Amount Credit-Linked L/C Borrowing shall be solely for the account of such L/C Issuer and shall accrue from the Reimbursement Date to the earliest of (i) the date such Unreimbursed Amount is reimbursed to the applicable Credit-Linked L/C Issuer, (ii) the date such Unreimbursed Amount becomes an Advance pursuant to Section 2.01(c)(ii), and (iii) the date such Unreimbursed Amount is converted into a Term Loan under Section 2.03(b). All such Unreimbursed Amounts shall bear interest on the outstanding principal amount thereof at an interest rate per annum equal at all times to the Base Rate plus the Applicable Rate, except that upon the occurrence and during the continuation of an Event of Default, such amounts shall bear interest at the forgoing interest rate otherwise applicable to such amounts plus the Default Rate. (v) Except as expressly provided herein, each Credit-Linked Lender’s agreement to fund Credit-Linked L/C Advances, by application of such Credit-Linked Lender’s Pro Rata Share of the Credit-Linked Deposits, and to reimburse the Credit-Linked L/C Issuers Issuer for Credit-Linked Borrowings arising out of amounts drawn under Credits Credit-Linked Letters of Credit issued by each the Credit-Linked L/C Issuer, as contemplated by this Section 2.01(c2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right which such Credit-Linked Lender may have against such the Credit-Linked L/C Issuer, the Co-Obligors’ Agent, any Co-ObligorBorrower, any Subsidiary or other Affiliate or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing. No such making of an Advance shall relieve or otherwise impair the obligation of the Co-Obligors to reimburse such L/C Issuer for the amount of any payment made by such L/C Issuer under any Credit, together with interest as provided herein. Notwithstanding anything to the contrary in this Agreement, no Lender shall have any obligation to make Advances other than from the proceeds of its Credit-Linked Deposits. (vi) Notwithstanding that a Credit issued or outstanding hereunder is in support of any obligations of a Subsidiary or other Affiliate, the Co-Obligors shall be jointly and severally obligated to reimburse the applicable L/C Issuer hereunder for the full amount of any and all drawings under such Credit. With respect to each Affiliate which is not a Subsidiary of the Company, the Company hereby represents, warrants and agrees that the amount of all Credits issued hereunder supporting obligations of such Affiliate divided by the amount of all similar letters of credit (including such Credits) supporting obligations of such Affiliate, expressed as a percentage, will not at the time of the relevant Credit Extension, exceed the percentage of equity ownership of such Affiliate held directly or indirectly by the Company, as applicable. (vii) In the event of any voluntary payment or prepayment (other than through the making of a Term Loan as provided for in Section 2.03(b)) of an Advance, the Co-Obligors jointly and severally agree to pay on the date of such prepayment to the Administrative Agent, for the account of the Lenders in accordance with their Pro Rata Shares, the applicable Prepayment Premium, if any. For the avoidance of doubt, any Unreimbursed Amount which is prepaid by any Co-Obligor pursuant to Section 2.01(c)(i) prior to the funding of an Advance out of the Credit-Linked Deposit Account shall not be subject to a Prepayment Premium.

Drawings and Reimbursements; Credit-Linked Deposits. (i) Upon receipt from the beneficiary of any Credit of any notice of a drawing under such Credit, the L/C Issuer of such Credit shall promptly notify the Co-Obligors’ Agent and the Administrative Agent thereof. In the case of a Credit denominated in an Alternative Currency, the Co-Obligors jointly and severally agree to reimburse such L/C Issuer in such Alternative Currency, unless (A) such L/C Issuer (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Co-Obligors’ Agent or any Co-Obligor shall have notified such L/C Issuer promptly following receipt of the notice of drawing that the Co-Obligors will reimburse such L/C Issuer in Dollars. In the case of any such reimbursement in Dollars of any payment or disbursement under a Credit denominated in an Alternative Currency, such L/C Issuer shall notify the Co-Obligors’ Agent of the Dollar Equivalent of the amount of the payment or disbursement promptly following the determination thereof. If the Co-Obligors’ Agent or any Co-Obligor obtains notice from such L/C Issuer of a drawing under a Credit prior to 10:00 a.m., or the Applicable Time in the case of a Credit to be reimbursed in an Alternative Currency, on any Business Day, the Co-Obligors jointly and severally agree to reimburse such L/C Issuer on such Business Day. If the Co-Obligors’ Agent or any Co-Obligor obtains written notice from such L/C Issuer of a drawing under a Credit at or after 10:00 a.m., or the Applicable Time in the case of a Credit to be reimbursed in an Alternative Currency, on any Business Day, the Co-Obligors jointly and severally agree to reimburse such L/C Issuer on the Business Day immediately following the Business Day upon which such notice was received by the Co-Obligors’ Agent or any Co-Obligor. Such reimbursement shall be made directly to such L/C Issuer in an amount equal to the unreimbursed drawing (the “Unreimbursed Amount”) and in the applicable currency. Without affecting the Co-Obligors’ obligations to so reimburse such L/C Issuer on any such Business Day, which shall be absolute and unconditional, if the Co-Obligors fail to so reimburse such L/C Issuer by such time referenced above on the applicable due date for reimbursement specified above (the “Reimbursement Date”), such L/C Issuer shall so notify the Administrative Agent (with a copy to the Co-Obligors’ Agent), which notice shall be provided on a Business Day, and specify in such notice the amount of the Unreimbursed Amount. Immediately upon receipt of such notice from such L/C Issuer, the Administrative Agent shall promptly notify each Lender of the Reimbursement Date, the Unreimbursed Amount, the amount of such Lender’s Pro Rata Share thereof, and shall state that Advances will be funded by application of such Lender’s Pro Rata Share of the Credit-Linked Deposits in the Credit-Linked Deposit Account on the fifth Business Day thereafter to the extent the Unreimbursed Amount (or any portion thereof) remains outstanding on such day. In the case of any Credit of any L/C Issuer denominated in an Alternative Currency, the Unreimbursed Amount shall be redenominated into Dollars by such L/C Issuer and equal the Dollar Equivalent Amount thereof as notified by such L/C Issuer to the Administrative Agent, and the Administrative Agent shall so notify the Lenders in the notice described in the preceding sentence. Any notice given by any L/C Issuer or the Administrative Agent pursuant to this Section 2.01(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each L/C Issuer hereby irrevocably grants to each Lender, and each Lender hereby irrevocably accepts and purchases from the L/C Issuers on the terms and conditions hereinafter stated, for such Lender’s own account and risk an undivided interest equal to its Pro Rata Share in such L/C Issuer’s obligations and rights with respect to the Credits issued pursuant to this Agreement (as to each Lender, its “Participation”), which purchase price when paid to the Administrative Agent shall not be a deposit obligation of the Administrative Agent or Bank of America. The consideration for the Participation of each Lender shall consist of the payment by such Lender to the Administrative Agent of an amount equal to the Dollar amount set forth opposite such Lender’s name on Schedule 2.01 under the heading “Credit-Linked Deposit” (as the same may be reduced from time to time in accordance with this Agreement, such Lender’s “Credit-Linked Deposit”), subject to the conditions precedent set forth in Section 4.01 hereof. Each Lender shall pay to the Administrative Agent its Credit-Linked Deposit in full on the Closing Date. The Credit-Linked Deposits of all Lenders shall be held by, and in the name of, the Administrative Agent in the Credit-Linked Deposit Account under the sole dominion and control of the Administrative Agent. Each Lender unconditionally and irrevocably agrees with the Administrative Agent and the L/C Issuers that, if a drawing is paid under any Credit for which any L/C Issuer is not reimbursed in full by the Co-Obligors in cash within five Business Days after the applicable Reimbursement Date, or converted into a Term Loan under Section 2.03(b), such Lender hereby authorizes the Administrative Agent to reimburse to the applicable L/C Issuer the Unreimbursed Amount (or the outstanding portion thereof) related to such drawing, to the extent of such Lender’s Pro Rata Share of the Unreimbursed Amount, solely from such Lender’s Pro Rata Share of the Credit-Linked Deposits in the Credit-Linked Deposit Account, and each Lender hereby irrevocably authorizes the Administrative Agent to charge the Credit-Linked Deposit Account for such purpose, in satisfaction of such Lender’s reimbursement obligation arising with respect to such drawing hereunder. Without limiting the generality of Section 9.01, in charging the Credit-Linked Deposit Account or otherwise exercising any rights of set-off with respect thereto, the Administrative Agent acts as the agent of the applicable L/C Issuer. The amount of each Lender’s Pro Rata Share of such Unreimbursed Amount (or portion thereof) which is paid to the applicable L/C Issuer as set forth above shall be deemed to be an Advance by such Lender to the Co-Obligors hereunder. The outstanding principal amount of each Advance, together with interest thereon as provided in Section 2.04, shall be due and payable, in Dollars, on demand. Each Lender shall be subrogated to the rights and remedies of the applicable L/C Issuer against the Co-Obligors and any Subsidiary or other Affiliate liable under such Credit to the extent such Lender has reimbursed such L/C Issuer as set forth in this Section 2.01(c)(ii). The L/C Issuers shall reasonably cooperate in exercising and enforcing such rights and remedies as may be requested by the Required Lenders (and such cooperation shall be subject to any applicable indemnification set forth in Section 10.04 of this Agreement). The L/C Issuers shall have no right to withdraw or set-off against monies on deposit in the Credit-Linked Deposit Account other than as set forth in this Section 2.01(c)(ii) or as otherwise provided herein. (iii) The Credit-Linked Deposits shall be held by the Administrative Agent in its name in the Credit-Linked Deposit Account and no Person other than the Administrative Agent shall have a right of withdrawal from the Credit-Linked Deposit Account nor any other right or power with respect to the Credit-Linked Deposits or the Credit-Linked Deposit Account. Notwithstanding anything in this Agreement to the contrary, the sole funding obligation of each Lender in respect of its Participation shall be satisfied upon funding of its Credit-Linked Deposit. (iv) Until an Advance is funded pursuant to this Section 2.01(c) to reimburse the applicable L/C Issuer for the Unreimbursed Amount in respect of any Credit, or such Unreimbursed Amount is converted to a Term Loan pursuant to Section 2.03, interest on such Unreimbursed Amount shall be solely for the account of such L/C Issuer and shall accrue from the Reimbursement Date to the earliest of (i) the date such Unreimbursed Amount is reimbursed to the applicable L/C Issuer, (ii) the date such Unreimbursed Amount becomes an Advance pursuant to Section 2.01(c)(ii), and (iii) the date such Unreimbursed Amount is converted into a Term Loan under Section 2.03(b). All such Unreimbursed Amounts shall bear interest on the outstanding principal amount thereof at an interest rate per annum equal at all times to the Base Rate plus the Applicable Rate, except that upon the occurrence and during the continuation of an Event of Default, such amounts shall bear interest at the forgoing interest rate otherwise applicable to such amounts plus the Default Rate. (v) Except as expressly provided herein, each Lender’s agreement to fund Advances, by application of such Lender’s Pro Rata Share of the Credit-Linked Deposits, to reimburse the L/C Issuers for amounts drawn under Credits issued by each L/C Issuer, as contemplated by this Section 2.01(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against such L/C Issuer, the Co-Obligors’ Agent, any Co-Obligor, any Subsidiary or other Affiliate or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing. No such making of an Advance shall relieve or otherwise impair the obligation of the Co-Obligors to reimburse such L/C Issuer for the amount of any payment made by such L/C Issuer under any Credit, together with interest as provided herein. Notwithstanding anything to the contrary in this Agreement, no Lender shall have any obligation to make Advances other than from the proceeds of its Credit-Linked Deposits. (vi) Notwithstanding that a Credit issued or outstanding hereunder is in support of any obligations of a Subsidiary or other Affiliate, the Co-Obligors shall be jointly and severally obligated to reimburse the applicable L/C Issuer hereunder for the full amount of any and all drawings under such Credit. With respect to each Affiliate which is not a Subsidiary of the Company, the Company hereby represents, warrants and agrees that the amount of all Credits issued hereunder supporting obligations of such Affiliate divided by the amount of all similar letters of credit (including such Credits) supporting obligations of such Affiliate, expressed as a percentage, will not at the time of the relevant Credit Extension, exceed the percentage of equity ownership of such Affiliate held directly or indirectly by the Company, as applicable. (vii) Advances may not be voluntarily prepaid prior to the third anniversary of the Closing Date, however, if payment is made pursuant to Lenders’ demand therefor, the Co-Obligors, jointly and severally agree to pay on the date of such prepayment to the Administrative Agent, for the account of the Lenders in accordance with their Pro Rata Shares, a prepayment premium in an amount equal to three and one-half percent (3.5%) of the amount so prepaid. In the event of any voluntary payment or prepayment (other than through the making of a Term Loan as provided for in Section 2.03(b)) of an AdvanceAdvance on or after the third anniversary of the Closing Date, the Co-Obligors jointly and severally agree to pay on the date of such prepayment to the Administrative Agent, for the account of the Lenders in accordance with their Pro Rata Shares, the applicable Prepayment Premium, if any. For the avoidance of doubt, any Unreimbursed Amount which is prepaid by any Co-Obligor pursuant to Section 2.01(c)(i) prior to the funding of an Advance out of the Credit-Linked Deposit Account shall not be subject to a Prepayment Premium.

Drawings and Reimbursements; Credit-Linked Deposits. (i) Upon receipt from the beneficiary of any Credit-Linked Letter of Credit of any notice of a drawing under such Creditthereunder, the L/C Issuer of such Credit shall promptly notify the CoCredit-Obligors’ Agent and the Administrative Agent thereof. In the case of a Credit denominated in an Alternative Currency, the Co-Obligors jointly and severally agree to reimburse such L/C Issuer in such Alternative Currency, unless (A) such L/C Issuer (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Co-Obligors’ Agent or any Co-Obligor shall have notified such L/C Issuer promptly following receipt of the notice of drawing that the Co-Obligors will reimburse such L/C Issuer in Dollars. In the case of any such reimbursement in Dollars of any payment or disbursement under a Credit denominated in an Alternative Currency, such Linked L/C Issuer shall notify the Co-Obligors’ Borrower and the Administrative Agent thereof and of the Dollar Equivalent of date that the amount of the payment or disbursement promptly following the determination thereof. If the CoCredit-Obligors’ Agent or any Co-Obligor obtains notice from such Linked L/C Issuer is to make payment under such Credit-Linked Letter of Credit, which date shall be a drawing under Business Day (each such date, a Credit prior to 10:00 a.m., or “Credit-Linked Honor Date”). Not later than 11:00 a.m. on the Applicable Time in the case of a Credit to be reimbursed in an Alternative Currency, on any Business Dayapplicable Credit-Linked Honor Date, the CoBorrower shall reimburse the Credit-Obligors jointly and severally agree to reimburse such Linked L/C Issuer on such Business Day. If through the Co-Obligors’ Administrative Agent or any Co-Obligor obtains written notice from such L/C Issuer of a drawing under a Credit at or after 10:00 a.m., or the Applicable Time in the case of a Credit to be reimbursed in an Alternative Currency, on any Business Day, the Co-Obligors jointly and severally agree to reimburse such L/C Issuer on the Business Day immediately following the Business Day upon which such notice was received by the Co-Obligors’ Agent or any Co-Obligor. Such reimbursement shall be made directly to such L/C Issuer in an amount equal to the unreimbursed drawing (amount of such drawing. If the “Unreimbursed Amount”) and in the applicable currency. Without affecting the Co-Obligors’ obligations Borrower fails to so reimburse such L/C Issuer on any such Business Day, which shall be absolute and unconditional, if the CoCredit-Obligors fail to so reimburse such Linked L/C Issuer by such time referenced above on the applicable due date for reimbursement specified above (the “Reimbursement Date”), such L/C Issuer shall so notify the Administrative Agent (with a copy to the Co-Obligors’ Agent), which notice shall be provided on a Business Day, and specify in such notice the amount of the Unreimbursed Amount. Immediately upon receipt of such notice from such L/C Issuertime, the Administrative Agent shall promptly notify each Credit-Linked Lender of the Reimbursement Credit-Linked Honor Date, the Unreimbursed Amount, the amount of the unreimbursed drawing (the “Unreimbursed Credit-Linked Amount”), and the amount of such Credit-Linked Lender’s Pro Rata Share Applicable Percentage thereof, and . In such event the Administrative Agent shall state also notify each Credit-Linked Lender that Credit-Linked L/C Advances will be funded by application of such Credit-Linked Lender’s Pro Rata Share of the Credit-Linked Deposits in the Credit-Linked Deposit Account on the fifth fourth Business Day thereafter after such Credit-Linked Honor Date to the extent the Unreimbursed Credit-Linked Amount (or any portion thereof) remains outstanding on such day. In the case of any Credit of any L/C Issuer denominated in an Alternative Currency, the Unreimbursed Amount shall be redenominated into Dollars by such L/C Issuer and equal the Dollar Equivalent Amount thereof as notified by such L/C Issuer to the Administrative Agent, and the Administrative Agent shall so notify the Lenders in the notice described in the preceding sentence. Any notice given by any the Credit-Linked L/C Issuer or the Administrative Agent pursuant to this Section 2.01(c)(i2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each The Credit-Linked L/C Issuer hereby irrevocably grants to each Credit-Linked Lender, and each Credit-Linked Lender hereby irrevocably accepts and purchases from the Credit-Linked L/C Issuers Issuer, in each case on the terms and conditions hereinafter stated, for such Credit-Linked Lender’s own account and risk risk, an undivided interest equal to its Pro Rata Share Applicable Percentage in such the Credit-Linked L/C Issuer’s obligations and rights with respect to the Credits issued pursuant to this Agreement each Credit-Linked Letter of Credit (as to each Credit-Linked Lender, its “Credit-Linked Participation”), which purchase price when paid to the Administrative Agent shall not be a deposit obligation of the Administrative Agent or Bank of America. The consideration for the Credit-Linked Participation of each Credit-Linked Lender shall consist of the payment by such Credit-Linked Lender to the Administrative Agent of an amount equal to the Dollar amount set forth opposite such Credit-Linked Lender’s name on in Schedule 2.01 under the heading “Credit-Linked Deposit” (as the same may be reduced from time to time in accordance with this Agreement, such Lender’s “Credit-Linked Deposit”), subject to the conditions precedent set forth in Section 4.01 Article V hereof. Each Credit-Linked Lender shall pay to the Administrative Agent its Credit-Linked Deposit in full on the Closing Date. The Credit-Linked Deposits of all Credit-Linked Lenders shall be held by, and in the name of, the Administrative Agent in the Credit-Linked Deposit Account under the sole dominion and control of the Administrative Agent. Each Credit-Linked Lender unconditionally and irrevocably agrees with the Administrative Agent and the Credit-Linked L/C Issuers Issuer that, if a drawing is paid under any the Credit-Linked Letter of Credit for which any the Credit-Linked L/C Issuer is not reimbursed in full by the Co-Obligors Borrower in cash within five three (3) Business Days after the applicable Reimbursement Credit-Linked Honor Date, or converted into a Term Loan under Section 2.03(b), such Lender hereby authorizes the Administrative Agent shall be authorized to reimburse to the applicable Credit-Linked L/C Issuer the Unreimbursed Credit-Linked Amount (or the outstanding portion thereof) related to such drawingdrawing on or after the fourth Business Day after such Credit-Linked Honor Date, to the extent of such Credit-Linked Lender’s Pro Rata Share Applicable Percentage of the Unreimbursed Credit-Linked Amount, solely from such Credit-Linked Lender’s Pro Rata Share of the Credit-Linked Deposits in the Credit-Linked Deposit Account, and each Credit-Linked Lender hereby irrevocably authorizes the Administrative Agent to charge the Credit-Linked Deposit Account for such purpose, in satisfaction of such Credit-Linked Lender’s reimbursement obligation arising with respect to such drawing hereunderthereunder. Upon the charging of the Credit-Linked Lenders’ Credit-Linked Deposits to reimburse the Credit-Linked L/C Issuer in respect of any Unreimbursed Credit-Linked Amounts, the Credit-Linked L/C Issuer’s Credit-Linked L/C Borrowing in respect of such amount shall no longer be outstanding and shall be deemed replaced by Credit-Linked Advances in an aggregate amount equal to such Credit-Linked L/C Borrower. Notwithstanding the foregoing, following the occurrence of an Event of Default, each Credit-Linked Lender hereby agrees that the Administrative Agent may immediately reimburse to the Credit-Linked L/C Issuer the Unreimbursed Credit-Linked Amount (or the outstanding portion thereof) related to any drawing under any Credit-Linked Letter of Credit on the applicable Credit-Linked Honor Date with Dollars deposited in the Credit-Linked Deposit Account in an amount equal to each such Credit-Linked Lender’s Applicable Percentage of such Unreimbursed Credit-Linked Amount. Without limiting the generality of Section 9.0110.01, in charging the Credit-Linked Deposit Account or otherwise exercising any rights of set-off with respect thereto, the Administrative Agent acts shall be acting as the agent of the applicable Credit-Linked L/C Issuer. The amount of each Credit-Linked Lender’s Pro Rata Share Applicable Percentage of such Unreimbursed Credit-Linked Amount (or portion thereof) which is paid to the applicable Credit-Linked L/C Issuer as set forth above shall be deemed to be an a Credit-Linked L/C Advance by such Credit-Linked Lender to the CoBorrower hereunder; and shall thereafter accrue interest at a rate per annum as provided in Section 2.07(b)(ii). Any such Credit-Obligors hereunderLinked LC Advance shall be deemed a permitted incurrence of Indebtedness under this Agreement if (and only if) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect to the incurrence of such Indebtedness, on a Pro Forma Basis as of the most recent fiscal quarter end with respect to which the Administrative Agent has received the Required Financial Information, the Loan Parties would be in compliance with the financial covenant set forth in Section 8.16. The making of any Credit-Linked LC Advance that is not deemed to a permitted incurrence of Indebtedness in accordance with the terms of the immediately preceding sentence shall constitute an immediate Event of Default as provided in Section 9.01(b). The outstanding principal amount of each Credit-Linked L/C Advance, together with interest thereon as provided in Section 2.042.07(c), shall be due and payable, in Dollars, on demand. Each Credit-Linked Lender shall be subrogated to the rights and remedies of the applicable Credit-Linked L/C Issuer against the CoBorrower under the Credit-Obligors and any Subsidiary or other Affiliate liable under such Linked Letter of Credit to the extent such Credit-Linked Lender has reimbursed such the Credit-Linked L/C Issuer for the Unreimbursed Credit-Linked Amount of such Credit-Linked Letter of Credit as set forth in this Section 2.01(c)(ii2.05(c)(ii). The Credit-Linked L/C Issuers Issuer shall reasonably cooperate in exercising and enforcing such rights and remedies as may be requested by the Required Credit-Linked Lenders (and such cooperation shall be subject to any applicable indemnification set forth in Section 10.04 11.04(b) and (c) of this Agreement). The Credit-Linked L/C Issuers Issuer shall have no right to withdraw or set-off against monies on deposit in the Credit-Linked Deposit Account other than as set forth in this Section 2.01(c)(ii) or as otherwise provided herein2.03(c)(ii). (iii) The Credit-Linked Deposits shall be held by the Administrative Agent in its name in the Credit-Linked Deposit Account and no Person other than the Administrative Agent shall have a right of withdrawal from the Credit-Linked Deposit Account nor any other right or power with respect to the Credit-Linked Deposits or the Credit-Linked Deposit Account. Notwithstanding anything in this Agreement to the contrary, the sole funding obligation of each Credit-Linked Lender in respect of its Credit-Linked Participation shall be satisfied upon funding of in full its Credit-Linked DepositDeposit on the Closing Date. (iv) Until an a Credit-Linked L/C Advance is funded pursuant to this Section 2.01(c2.03(c) to reimburse the applicable Credit-Linked L/C Issuer for the Unreimbursed Amount a Credit-Linked L/C Borrowing, interest in respect of any each Credit, or -Linked L/C Borrowing in the amount of the Unreimbursed Credit-Linked Amount giving rise to such Unreimbursed Amount is converted to a Term Loan pursuant to Section 2.03, interest on such Unreimbursed Amount Credit-Linked L/C Borrowing shall be solely for the account of such L/C Issuer and shall accrue from the Reimbursement Date to the earliest of (i) the date such Unreimbursed Amount is reimbursed to the applicable Credit-Linked L/C Issuer, (ii) the date such Unreimbursed Amount becomes an Advance pursuant to Section 2.01(c)(ii), and (iii) the date such Unreimbursed Amount is converted into a Term Loan under Section 2.03(b). All such Unreimbursed Amounts shall bear interest on the outstanding principal amount thereof at an interest rate per annum equal at all times to the Base Rate plus the Applicable Rate, except that upon the occurrence and during the continuation of an Event of Default, such amounts shall bear interest at the forgoing interest rate otherwise applicable to such amounts plus the Default Rate. (v) Except as expressly provided herein, each Credit-Linked Lender’s agreement to fund Credit-Linked L/C Advances, by application of such Credit-Linked Lender’s Pro Rata Share of the Credit-Linked Deposits, and to reimburse the Credit-Linked L/C Issuers Issuer for Credit-Linked Borrowings arising out of amounts drawn under Credits Credit-Linked Letters of Credit issued by each the Credit-Linked L/C Issuer, as contemplated by this Section 2.01(c2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right which such Credit-Linked Lender may have against such the Credit-Linked L/C Issuer, the Co-Obligors’ Agent, any Co-ObligorBorrower, any Subsidiary or other Affiliate or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing. No such making of an Advance shall relieve or otherwise impair the obligation of the Co-Obligors to reimburse such L/C Issuer for the amount of any payment made by such L/C Issuer under any Credit, together with interest as provided herein. Notwithstanding anything to the contrary in this Agreement, no Lender shall have any obligation to make Advances other than from the proceeds of its Credit-Linked Deposits. (vi) Notwithstanding that a Credit issued or outstanding hereunder is in support of any obligations of a Subsidiary or other Affiliate, the Co-Obligors shall be jointly and severally obligated to reimburse the applicable L/C Issuer hereunder for the full amount of any and all drawings under such Credit. With respect to each Affiliate which is not a Subsidiary of the Company, the Company hereby represents, warrants and agrees that the amount of all Credits issued hereunder supporting obligations of such Affiliate divided by the amount of all similar letters of credit (including such Credits) supporting obligations of such Affiliate, expressed as a percentage, will not at the time of the relevant Credit Extension, exceed the percentage of equity ownership of such Affiliate held directly or indirectly by the Company, as applicable. (vii) In the event of any voluntary payment or prepayment (other than through the making of a Term Loan as provided for in Section 2.03(b)) of an Advance, the Co-Obligors jointly and severally agree to pay on the date of such prepayment to the Administrative Agent, for the account of the Lenders in accordance with their Pro Rata Shares, the applicable Prepayment Premium, if any. For the avoidance of doubt, any Unreimbursed Amount which is prepaid by any Co-Obligor pursuant to Section 2.01(c)(i) prior to the funding of an Advance out of the Credit-Linked Deposit Account shall not be subject to a Prepayment Premium.