Common use of Drawings and Reimbursements; Funding of Participations Clause in Contracts

Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Credit of any drawing under such Credit (or any notice thereof), the applicable designated L/C Issuer will notify the Administrative Borrower, on behalf of the Borrowers, and Administrative Agent thereof. If the L/C Issuer will make any payment in respect of a Credit, the Borrowers will reimburse the L/C Issuer the amount of such payment not later than 1:00 p.m. on the related Honor Date if the Administrative Borrower will have received notice, on behalf of the Borrowers, of such payment prior to 11:00 a.m. on the Honor Date, or, if such notice has not been received by the Administrative Borrower prior to such time on such Honor Date, then not later than 10:00 a.m. on the Business Day immediately following the day that the Administrative Borrower receives such notice. If the Borrowers fail to so reimburse the L/C Issuer, then Administrative Agent will promptly notify each Lender of the related Honor Date, the Unreimbursed Amount and the amount of such Lender’s Percentage Share of such Unreimbursed Amount. In such event, the Borrowers will be deemed to have requested a Revolving Credit Borrowing consisting of Base Rate Loans to be disbursed on such Honor Date in an amount equal to such Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Credit Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice). Any notice given by the L/C Issuer or Administrative Agent pursuant to this Section 2.04(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation will not affect the conclusiveness or binding effect of such notice. (ii) Each Lender will, upon receipt of any notice pursuant to Section 2.04(c)(i), make funds available (and Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the applicable designated L/C Issuer at Administrative Agent’s Office in an amount equal to such Lender’s Percentage Share multiplied by the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by Administrative Agent, whereupon, subject to the provisions of Section 2.04(c)(iii), each Lender that so makes funds available will be deemed to have made a Revolving Credit Loan that is a Base Rate Loan to the Borrowers in such amount on the Honor Date. Administrative Agent will remit the funds so received to the L/C Issuer. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing pursuant to Section 2.04(c)(ii), whether because each of the conditions (other than the delivery of a Loan Notice) set forth in Section 4.02 cannot be satisfied or otherwise, the Borrowers will be deemed to have incurred from the applicable designated L/C Issuer an L/C Borrowing on the Honor Date in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing will be due and payable on demand (together with interest) and will bear interest at the Default Rate. In such event, each Lender’s payment to Administrative Agent for the account of the L/C Issuer pursuant to Section 2.04(c)(ii) will be deemed payment in respect of its participation in such L/C Borrowing and will constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.04. (iv) Until each Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.04(c) to reimburse the applicable designated L/C Issuer for any amount drawn under any Credit, interest in respect of the amount of such Lender’s Percentage Share of such amount will be solely for the account of the L/C Issuer. (v) Each Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse each L/C Issuer for amounts drawn under all Credits issued by it, as contemplated by this Section 2.04(c), will be absolute and unconditional and will not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the L/C Issuer, the Borrowers 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; provided that each Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Administrative Borrower, on behalf of the Borrowers, of a Loan Notice). No such making of an L/C Advance will relieve or otherwise impair the obligation of the Borrowers to reimburse each L/C Issuer for the amount of any payment made by the L/C Issuer under any Credit, together with interest as provided herein. (vi) If any Lender fails to make available to Administrative Agent for the account of any L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(ii), then, without limiting the other provisions of this Agreement, the L/C Issuer will be entitled to recover from such Lender (acting through Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. A certificate of L/C Issuer submitted to any Lender (through Administrative Agent) with respect to any amounts owing under this clause (vi) will be conclusive absent manifest error.

Drawings and Reimbursements; Funding of Participations. (i) Upon In each case upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit (or any notice thereof)and upon payment to a beneficiary under such Letter of Credit, the applicable designated L/C Issuer will shall notify the Administrative Borrower, on behalf of Borrower and the Borrowers, and Administrative Agent thereof. If Not later than 4:00 p.m. on the date of any payment by the applicable L/C Issuer will make any payment in respect under a Letter of a Credit, if the Borrowers will Borrower has been so notified at or before 11:00 a.m. on such date, otherwise not later than 11:00 a.m. on the next Business Day (each such date, an “Honor Date”), the Borrower shall reimburse the such L/C Issuer through the Administrative Agent in an amount equal to the amount of such payment not later than 1:00 p.m. on the related Honor Date if the Administrative Borrower will have received notice, on behalf of the Borrowers, of such payment prior to 11:00 a.m. on the Honor Date, or, if such notice has not been received by the Administrative Borrower prior to such time on such Honor Date, then not later than 10:00 a.m. on the Business Day immediately following the day that the Administrative Borrower receives such noticedrawing. If the Borrowers fail Borrower fails to so reimburse the applicable L/C IssuerIssuer by such time, then the Administrative Agent will shall promptly notify each Lender of the related Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount Amount”), and the amount of such Lender’s Applicable Percentage Share of such Unreimbursed Amountthereof. In such event, the Borrowers will Borrower shall be deemed to have requested a Revolving Credit Committed Borrowing consisting of Base Rate Loans to be disbursed on such the Honor Date in an amount equal to such the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.03 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Credit Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by the applicable L/C Issuer or the Administrative Agent pursuant to this Section 2.04(c)(i2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation will shall not affect the conclusiveness or binding effect of such notice. (ii) Each Lender will, shall upon receipt of any notice pursuant to Section 2.04(c)(i), 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the applicable designated L/C Issuer at the Administrative Agent’s Office in an amount equal to such Lender’s its Applicable Percentage Share multiplied by of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.04(c)(iii2.03(c)(iii), each Lender that so makes funds available will shall be deemed to have made a Revolving Credit Loan that is a Base Rate Committed Loan to the Borrowers Borrower in such amount on the Honor Dateamount. The Administrative Agent will shall remit the funds so received to the applicable L/C Issuer. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Committed Borrowing pursuant to Section 2.04(c)(ii), whether of Base Rate Loans because each of the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice) set forth in Section 4.02 cannot be satisfied or otherwisefor any other reason, the Borrowers will Borrower shall be deemed to have incurred from the applicable designated L/C Issuer an L/C Borrowing on the Honor Date in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing will shall be due and payable on demand (together with interest) and will upon such demand shall bear interest at the Default Rate. In such event, each Lender’s payment to the Administrative Agent for the account of the applicable L/C Issuer pursuant to Section 2.04(c)(ii2.03(c)(ii) will shall be deemed payment in respect of its participation in such L/C Borrowing and will shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.042.03. (iv) Until each Lender funds its Revolving Credit Committed Loan or L/C Advance pursuant to this Section 2.04(c2.03(c) to reimburse the applicable designated L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of the amount of such Lender’s Applicable Percentage Share of such amount will shall be solely for the account of the such L/C Issuer. (v) Each Lender’s obligation to make Revolving Credit Committed Loans or L/C Advances to reimburse each the applicable L/C Issuer for amounts drawn under all Credits issued by itLetters of Credit, as contemplated by this Section 2.04(c2.03(c), will shall be absolute and unconditional and will shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that which such Lender may have against the such L/C Issuer, the Borrowers Borrower or any other Person for any reason whatsoever, ; (B) the occurrence or continuance of a Default or Event of Default Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Lender’s obligation to make Revolving Credit Committed Loans pursuant to this Section 2.04(c2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Administrative Borrower, on behalf of the Borrowers, Borrower of a Committed Loan Notice). No such making of an L/C Advance will shall relieve or otherwise impair the obligation of the Borrowers Borrower to reimburse each the applicable L/C Issuer for the amount of any payment made by the such L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Lender fails to make available to the Administrative Agent for the account of any the applicable L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c2.03(c) by the time specified in Section 2.04(c)(ii2.03(c)(ii), then, without limiting the other provisions of this Agreement, the such L/C Issuer will shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the such L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the such L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the such L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the applicable L/C Issuer submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) will shall be conclusive absent manifest error.

Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing or presentation of documents under such Credit (or any notice thereof)Letter of Credit, the applicable designated L/C Issuer will shall notify the Administrative Borrower, on behalf of the Borrowers, Borrower Agent and Administrative Agent thereof. If Not later than 1:00 p.m. on the first Business Day immediately following the date of any payment by the L/C Issuer will make any payment in respect under a Letter of a CreditCredit (each such date, the an “Honor Date”), Borrowers will shall reimburse the L/C Issuer through Administrative Agent in Dollars and in an amount equal to the amount of such payment not later than 1:00 p.m. on drawing (together with interest thereon at the related Honor Date if the Administrative Borrower will have received notice, on behalf of the Borrowers, of such payment prior rate then applicable to 11:00 a.m. on the Honor Date, or, if such notice has not been received by the Administrative Borrower prior to such time on such Honor Date, then not later than 10:00 a.m. on the Business Day immediately following the day that the Administrative Borrower receives such noticeBase Rate Revolving Loans). If the Borrowers fail to so reimburse the L/C IssuerIssuer by such time, then Administrative Agent will shall promptly notify each Revolving Lender of the related Honor Date, the amount of the unreimbursed drawing or payment (the “Unreimbursed Amount Amount”), and the amount of such Revolving Lender’s Applicable Percentage Share of such Unreimbursed Amountthereof. In such event, the Borrowers will Borrower Agent shall be deemed to have requested a Revolving Credit Borrowing consisting of Base Rate Loans to be disbursed on such the Honor Date in an amount equal to such the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Credit Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice)Commitments. Any notice given by the L/C Issuer or Administrative Agent pursuant to this Section 2.04(c)(i2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation will shall not affect the conclusiveness or binding effect of such notice. (ii) Each Revolving Lender will, shall upon receipt of any notice pursuant to Section 2.04(c)(i), 2.03(c)(i) make funds available (and Administrative Agent may apply Cash Collateral provided for this purpose) to Administrative Agent for the account of the applicable designated L/C Issuer Issuer, in Dollars, at Administrative Agent’s Office in Office, an amount equal to such Lender’s its Applicable Percentage Share multiplied by of the Unreimbursed Amount not later than 1:00 3:00 p.m. on the Business Day specified in such notice by Administrative Agent, whereupon, subject to the provisions of Section 2.04(c)(iii2.03(c)(iii), each Revolving Lender that so makes funds available will shall be deemed to have made a Revolving Credit Loan that is a Base Rate Revolving Loan to the Borrowers Borrower Agent in such amount on the Honor Dateamount. Administrative Agent will shall remit the funds so received to the L/C IssuerIssuer in Dollars. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing pursuant to Section 2.04(c)(ii), whether because each of the conditions (other than the delivery of a Loan Notice) set forth in Section 4.02 cannot be satisfied or otherwiseBase Rate Loans for any reason, the L/C Issuer may require the Borrowers will to provide Cash Collateral in an amount not less than any such remaining Unreimbursed Amount and in the absence of any such requirement to provide Cash Collateral, Borrowers shall be deemed to have incurred from the applicable designated L/C Issuer an L/C Borrowing on the Honor Date in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing will shall be due and payable on demand (together with interest) and will shall bear interest at the Default Rate. In such event, each Revolving Lender’s payment to Administrative Agent for the account of the L/C Issuer pursuant to Section 2.04(c)(ii2.03(c)(ii) will shall be deemed payment in respect of its participation in such L/C Borrowing and will shall constitute an L/C Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 2.042.03. (iv) Until each Revolving Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.04(c2.03(c) to reimburse the applicable designated L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of the amount of such Revolving Lender’s Applicable Percentage Share of such amount will shall be solely for the account of the L/C Issuer. (v) Each Revolving Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse each the L/C Issuer for amounts drawn under all Credits issued by itLetters of Credit, as contemplated by this Section 2.04(c2.03(c), will shall be absolute and unconditional and will shall not be affected by any circumstance, including (A) any setoffset-off, counterclaim, recoupment, defense or other right that which such Revolving Lender may have against the L/C Issuer, the Borrowers any Borrower or any other Person for any reason whatsoever, ; (B) the occurrence failure of one or continuance more of a Default or Event of Default the applicable conditions specified in Section 4.02 to be satisfied, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Administrative Borrower, on behalf of the Borrowers, of a Loan Notice). No such making of an L/C Advance will shall relieve or otherwise impair the obligation of the Borrowers to reimburse each the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Revolving Lender fails to make available to Administrative Agent for the account of any the L/C Issuer any amount required to be paid by such Revolving Lender pursuant to the foregoing provisions of this Section 2.04(c2.03(c) by the time specified in Section 2.04(c)(ii2.03(c)(ii), then, without limiting the other provisions of this Agreement, the L/C Issuer will shall be entitled to recover from such Revolving Lender (acting through Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds applicable Overnight Rate and a rate determined by the L/C Issuer from time to time in accordance with banking industry rules on interbank compensationeffect, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. A certificate of the L/C Issuer submitted to any Revolving Lender (through Administrative Agent) with respect to any amounts owing under this clause (vi) will shall be conclusive absent manifest error.

Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Credit (or any notice thereof)Letter of Credit, the applicable designated L/C Issuer will notify the Administrative Borrower, on behalf of the Borrowers, and Administrative Agent thereof. If the L/C Issuer will make any shall notify the Borrower and the Administrative Agent thereof and shall state the date payment in respect of a Credit, the Borrowers will reimburse shall be made by the L/C Issuer the amount under a Letter of Credit (each such payment not date, an “Honor Date”). Not later than 1:00 p.m. on the related Honor Date if the Administrative Borrower will have received notice, on behalf of the Borrowers, of such payment prior to 11:00 a.m. on the Honor Date, or, if such notice has not been received by the Borrower shall reimburse the L/C Issuer through the Administrative Borrower prior Agent in an amount equal to the amount of such time on such Honor Date, then not later than 10:00 a.m. on the Business Day immediately following the day that the Administrative Borrower receives such noticedrawing. If the Borrowers fail Borrower fails to so reimburse the L/C IssuerIssuer by such time, then the Administrative Agent will shall promptly notify each Revolving Credit Lender of the related Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount Amount”), and the amount of such Revolving Credit Lender’s Applicable Revolving Credit Percentage Share of such Unreimbursed Amountthereof. In such event, the Borrowers will Borrower shall be deemed to have requested a Revolving Credit Borrowing consisting of Base Rate Loans to be disbursed on such the Honor Date in an amount equal to such the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.03 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Credit Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice). Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.04(c)(i2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation will shall not affect the conclusiveness or binding effect of such notice. (ii) Each Revolving Credit Lender will, shall upon receipt of any notice pursuant to Section 2.04(c)(i), 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the applicable designated L/C Issuer at the Administrative Agent’s Office in an amount equal to such Lender’s its Applicable Revolving Credit Percentage Share multiplied by of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.04(c)(iii2.03(c)(iii), each Revolving Credit Lender that so makes funds available will shall be deemed to have made a Revolving Credit Loan that is a Base Rate Loan to the Borrowers Borrower in such amount on the Honor Dateamount. The Administrative Agent will shall remit the funds so received to the L/C Issuer. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing pursuant to Section 2.04(c)(ii), whether of Base Rate Loans because each of the conditions (other than the delivery of a Loan Notice) set forth in Section 4.02 cannot be satisfied or otherwisefor any other reason, the Borrowers will Borrower shall be deemed to have incurred from the applicable designated L/C Issuer an L/C Borrowing on the Honor Date in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing will shall be due and payable on demand (together with interest) and will shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.04(c)(ii2.03(c)(ii) will shall be deemed payment in respect of its participation in such L/C Borrowing and will shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.042.03. (iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.04(c2.03(c) to reimburse the applicable designated L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of the amount of such Lender’s Applicable Revolving Credit Percentage Share of such amount will shall be solely for the account of the L/C Issuer. (v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse each the L/C Issuer for amounts drawn under all Credits issued by itLetters of Credit, as contemplated by this Section 2.04(c2.03(c), will shall be absolute and unconditional and will shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that which such Lender may have against the L/C Issuer, the Borrowers Administrative Agent, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or Event of Default Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.04(c2.03(c) is subject to the amount of the unutilized portion of the Revolving Credit Facility and the conditions set forth in Section 4.02 (other than delivery by the Administrative Borrower, on behalf of the Borrowers, Borrower of a Loan Notice). No such making of an L/C Advance will shall relieve or otherwise impair the obligation of the Borrowers Borrower to reimburse each the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of any the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c2.03(c) by the time specified in Section 2.04(c)(ii2.03(c)(ii), then, without limiting the other provisions of this Agreement, the L/C Issuer will shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan included in the relevant Revolving Credit Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (viSection 2.03(c)(vi) will shall be conclusive absent manifest error.

Drawings and Reimbursements; Funding of Participations. (i) Upon On the date of receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Issuing Bank shall notify the Administrative Agent and the Borrower thereof (and simultaneously deliver a copy of the applicable site draft/drawing notice to the Borrower and the Administrative Agent thereof). Not later than (A) the Domestic Business Day the Borrower receives notice from the Issuing Bank that payment under a Letter of Credit will be made on such date, if the Borrower shall have received such notice on or prior to 11:00 a.m. (New York City time) on such date, or any (B) on the immediately following Domestic Business Day, if the Borrower shall have received such notice thereofafter 11:00 a.m. (New York City time) (either of such dates, as applicable, the “Honor Date”), the applicable designated L/C Issuer will notify Borrower shall reimburse such Issuing Bank through the Administrative Borrower, on behalf Agent whether with its own funds or with the proceeds of the Borrowers, and Administrative Agent thereof. If the L/C Issuer will make any payment Loans in respect of a Credit, the Borrowers will reimburse the L/C Issuer an amount equal to the amount of such payment not later than 1:00 p.m. on drawing. If the related Honor Date if Borrower fails to so reimburse such Issuing Bank by such time, the Administrative Borrower will have received notice, on behalf Agent shall promptly notify each Bank of the Borrowers, of such payment prior to 11:00 a.m. on the Honor Date, or, if such notice has not been received by the Administrative Borrower prior to such time on such Honor Date, then not later than 10:00 a.m. on the Business Day immediately following the day that the Administrative Borrower receives such notice. If the Borrowers fail to so reimburse the L/C Issuer, then Administrative Agent will promptly notify each Lender amount of the related Honor Dateunreimbursed drawing (the “Unreimbursed Amount”), the Unreimbursed Amount and the amount of such LenderBank’s Percentage Pro Rata Share of such Unreimbursed Amountthereof. In such an event, the Borrowers will Borrower shall be deemed to have requested a Revolving Credit Borrowing consisting of Base Rate Loans to be disbursed on such the Honor Date in an amount equal to such the Unreimbursed Amount, and, so long as no Default has occurred and is continuing, such disbursement shall be deemed to occur automatically without further act and without regard to the minimum and multiples specified in Section 2.03 2.01 for the principal amount of Base Rate Loans, Loans (but subject to the amount of the unutilized portion of the Aggregate Revolving Credit Commitments other conditions set forth in Section 2.01) and without need to satisfy the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice)3.03. Any notice given by such Issuing Bank or the L/C Issuer or Administrative Agent pursuant to this Section 2.04(c)(i2.20(b) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation will shall not affect the conclusiveness or binding effect of such notice. (ii) Each Lender will, Bank (including the Bank acting as Issuing Bank) shall upon receipt of any notice pursuant to Section 2.04(c)(i), 2.20(b)(i) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the applicable designated L/C Issuer at Administrative Agent’s Office such Issuing Bank in an amount equal to such Lender’s Percentage its Pro Rata Share multiplied by of the Unreimbursed Amount with respect to such Letter of Credit not later than 1:00 p.m. (New York City time) on the Domestic Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.04(c)(iii2.20(b)(iii), each Lender Bank that so makes funds available will shall be deemed to have made a Revolving Credit Loan that is a Base Rate Loan to the Borrowers Borrower in such amount on the Honor Dateamount. The Administrative Agent will shall remit the funds so received to the L/C Issuersuch Issuing Bank. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing pursuant to Section 2.04(c)(ii), whether of Base Rate Loans because each of the conditions (other than the delivery of a Loan Notice) set forth in Section 4.02 can2.20(b)(i) have not be been satisfied or otherwisefor any other reason, the Borrowers will Borrower shall be deemed to have incurred from the applicable designated L/C Issuer Issuing Bank an L/C Borrowing on the Honor Date in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing will shall be due and payable on demand (together with interest) and will shall bear interest at a rate equal to the Default Ratesum of (A) the Base Rate in effect from time to time, plus (B) the Base Rate Margin in effect from time to time, plus (C) 2% per annum. In such an event, each LenderBank’s payment to the Administrative Agent for the account of the L/C Issuer such Issuing Bank pursuant to Section 2.04(c)(ii2.20(b)(ii) will shall be deemed payment in respect of its participation in such L/C Borrowing and will shall constitute an L/C Advance from such Lender Bank in satisfaction of its participation obligation under this Section 2.042.20. (iv) Until each Lender Bank funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.04(c2.20(b) to reimburse the applicable designated L/C Issuer such Issuing Bank for any amount drawn under any Unreimbursed Amount in respect of such Letter of Credit, interest in respect of the amount of such LenderBank’s Percentage Pro Rata Share of such amount will the related Unreimbursed Amount shall be solely for the account of the L/C Issuersuch Issuing Bank. (v) Each LenderBank’s obligation to make Revolving Credit Loans or L/C Advances to reimburse each L/C Issuer any Issuing Bank for amounts drawn under all Credits issued by itUnreimbursed Amounts in respect of such Letter of Credit, as contemplated by this Section 2.04(c2.20(b), will shall be irrevocable, absolute and unconditional and will shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that which such Lender Bank may have against the L/C IssuerIssuing Bank, the Borrowers Borrower or any other Person for any reason whatsoever, ; (B) the occurrence or continuance of a Default or Event of Default Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Administrative Borrower, on behalf of the Borrowers, of a Loan Notice). No such making of an L/C Advance will shall relieve or otherwise impair the obligation of the Borrowers Borrower to reimburse each L/C Issuer any Issuing Bank for the amount of any payment made by the L/C Issuer Issuing Bank under any Letter of Credit, together with interest as provided herein. (vi) If any Lender Bank fails to make available to the Administrative Agent for the account of any L/C Issuer Issuing Bank any amount required to be paid by such Lender Bank pursuant to the foregoing provisions of this Section 2.04(c2.20(b) by the time specified in Section 2.04(c)(ii2.20(b)(ii), then, without limiting the other provisions of this Agreement, the L/C Issuer will such Issuing Bank shall be entitled to recover from such Lender Bank (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer such Issuing Bank at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer from time to time in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoingeffect. A certificate of L/C Issuer such Issuing Bank submitted to any Lender Bank (through the Administrative Agent) with respect to any amounts owing under this clause (viSection 2.20(b)(vi) will shall be conclusive absent manifest error.

Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Credit (or any notice thereof)Letter of Credit, the applicable designated L/C Issuer will notify the Administrative Borrower, on behalf of the Borrowers, and Administrative Agent thereof. If the L/C Issuer will make shall notify Borrower and Agent thereof. Not later than 11:00 a.m. (or 4:00 p.m. if Borrower is not notified of such payment until after 10:00 a.m. on such day) on the date of any payment in respect by the L/C Issuer under a Letter of a CreditCredit (each such date, the Borrowers will an “Honor Date”), Borrower shall reimburse the L/C Issuer through Agent in an amount equal to the amount of such payment not later than 1:00 p.m. on the related Honor Date if the Administrative Borrower will have received notice, on behalf of the Borrowers, of such payment prior to 11:00 a.m. on the Honor Date, or, if such notice has not been received by the Administrative Borrower prior to such time on such Honor Date, then not later than 10:00 a.m. on the Business Day immediately following the day that the Administrative Borrower receives such noticedrawing. If the Borrowers fail Borrower fails to so reimburse the L/C IssuerIssuer by such time, then Administrative Agent will shall promptly notify each Lender of the related Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount Amount”), and the amount of such Lender’s Applicable Percentage Share of such Unreimbursed Amountthereof. In such event, the Borrowers will Borrower shall be deemed to have requested a Revolving Credit Committed Borrowing consisting of Base Rate Loans to be disbursed on such the Honor Date in an amount equal to such the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.03 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Credit Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by the L/C Issuer or Administrative Agent pursuant to this Section 2.04(c)(i2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation will shall not affect the conclusiveness or binding effect of such notice. (ii) Each Lender will, shall upon receipt of any notice pursuant to Section 2.04(c)(i), 2.03(c)(i) make funds available (and Administrative to Agent may apply Cash Collateral provided for this purpose) for the account of the applicable designated L/C Issuer at Administrative Agent’s Office in an amount equal to such Lender’s its Applicable Percentage Share multiplied by of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by Administrative Agent, whereupon, subject to the provisions of Section 2.04(c)(iii2.03(c)(iii), each Lender that so makes funds available will shall be deemed to have made a Revolving Credit Loan that is a Base Rate Committed Loan to the Borrowers Borrower in such amount on the Honor Dateamount. Administrative Agent will shall remit the funds so received to the L/C Issuer. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Committed Borrowing pursuant to Section 2.04(c)(ii), whether of Base Rate Loans because each of the conditions (other than the delivery of a Loan Notice) set forth in Section 4.02 cannot be satisfied or otherwisefor any other reason, the Borrowers will Borrower shall be deemed to have incurred from the applicable designated L/C Issuer an L/C Borrowing on the Honor Date in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing will shall be due and payable on demand (together with interest) and will shall bear interest at the Default Rate. In such event, each Lender’s payment to Administrative Agent for the account of the L/C Issuer pursuant to Section 2.04(c)(ii2.03(c)(ii) will shall be deemed payment in respect of its participation in such L/C Borrowing and will shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.042.03. (iv) Until each Lender funds its Revolving Credit Committed Loan or L/C Advance pursuant to this Section 2.04(c2.03(c) to reimburse the applicable designated L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of the amount of such Lender’s Applicable Percentage Share of such amount will shall be solely for the account of the L/C Issuer. (v) Each Lender’s obligation to make Revolving Credit Committed Loans or L/C Advances to reimburse each the L/C Issuer for amounts drawn under all Credits issued by itLetters of Credit, as contemplated by this Section 2.04(c2.03(c), will shall be absolute and unconditional and will shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that which such Lender may have against the L/C Issuer, the Borrowers Borrower or any other Person for any reason whatsoever, ; (B) the occurrence or continuance of a Default or Event of Default Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Lender’s obligation to make Revolving Credit Committed Loans pursuant to this Section 2.04(c2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Administrative Borrower, on behalf of the Borrowers, Borrower of a Committed Loan Notice). No such making of an L/C Advance will shall relieve or otherwise impair the obligation of the Borrowers Borrower to reimburse each the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Lender fails to make available to Administrative Agent for the account of any the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c2.03(c) by the time specified in Section 2.04(c)(ii2.03(c)(ii), then, without limiting the other provisions of this Agreement, the L/C Issuer will shall be entitled to recover from such Lender (acting through Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer submitted to any Lender (through Administrative Agent) with respect to any amounts owing under this clause (vi) will shall be conclusive absent manifest error.

Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Credit (or any notice thereof)Letter of Credit, the applicable designated L/C Issuer will notify the Administrative Borrower, on behalf of the Borrowers, and Administrative Agent thereof. If the L/C Issuer will make shall notify the Borrower and the Administrative Agent thereof. Not later than 12:00 p.m. on the date of any payment in respect by the L/C Issuer under a Letter of a CreditCredit (each such date, an “Honor Date”), the Borrowers will Borrower shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such payment not later than 1:00 p.m. on the related Honor Date if the Administrative Borrower will have received notice, on behalf of the Borrowers, of such payment prior to 11:00 a.m. on the Honor Date, or, if such notice has not been received by the Administrative Borrower prior to such time on such Honor Date, then not later than 10:00 a.m. on the Business Day immediately following the day that the Administrative Borrower receives such noticedrawing. If the Borrowers fail Borrower fails to so reimburse the L/C IssuerIssuer by such time, then the Administrative Agent will shall promptly notify each Revolving Credit Lender of the related Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount Amount”), and the amount of such Revolving Credit Lender’s Applicable Revolving Credit Percentage Share of such Unreimbursed Amountthereof. In such event, the Borrowers will Borrower shall be deemed to have requested a Revolving Credit Borrowing consisting of Base Rate Loans to be disbursed on such the Honor Date in an amount equal to such the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.03 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Credit Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.04(c)(i2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation will shall not affect the conclusiveness or binding effect of such notice. (ii) Each Revolving Credit Lender will, shall upon receipt of any notice pursuant to Section 2.04(c)(i), 2.03(c)(i) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the applicable designated L/C Issuer at the Administrative Agent’s Office in an amount equal to such Lender’s its Applicable Revolving Credit Percentage Share multiplied by of the Unreimbursed Amount not later than 1:00 2:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.04(c)(iii2.03(c)(iii), each Revolving Credit Lender that so makes funds available will shall be deemed to have made a Revolving Credit Loan that is a Base Rate Loan to the Borrowers Borrower in such amount on the Honor Dateamount. The Administrative Agent will shall remit the funds so received to the L/C Issuer. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing pursuant to Section 2.04(c)(ii), whether of Base Rate Loans because each of the conditions (other than the delivery of a Loan Notice) set forth in Section 4.02 cannot be satisfied or otherwisefor any other reason, the Borrowers will Borrower shall be deemed to have incurred from the applicable designated L/C Issuer an L/C Borrowing on the Honor Date in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing will shall be due and payable on demand (together with interest) and will shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.04(c)(ii2.03(c)(ii) will shall be deemed payment in respect of its participation in such L/C Borrowing and will shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.042.03. (iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.04(c2.03(c) to reimburse the applicable designated L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of the amount of such Lender’s Applicable Revolving Credit Percentage Share of such amount will shall be solely for the account of the L/C Issuer. (v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse each the L/C Issuer for amounts drawn under all Credits issued by itLetters of Credit, as contemplated by this Section 2.04(c2.03(c), will shall be absolute and unconditional and will shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that which such Lender may have against the L/C Issuer, the Borrowers Borrower or any other Person for any reason whatsoever, ; (B) the occurrence or continuance of a Default or Event of Default Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.04(c2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Administrative Borrower, on behalf of the Borrowers, Borrower of a Committed Loan NoticeNotice ). No such making of an L/C Advance will shall relieve or otherwise impair the obligation of the Borrowers Borrower to reimburse each the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of any the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c2.03(c) by the time specified in Section 2.04(c)(ii2.03(c)(ii), then, without limiting the other provisions of this Agreement, the L/C Issuer will shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (viSection 2.03(c)(vi) will shall be conclusive absent manifest error.

Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Credit (or any notice thereof)Letter of Credit, the applicable designated L/C Issuer will notify the Administrative Borrower, on behalf of the Borrowers, and Administrative Agent thereof. If the L/C Issuer will make shall notify the Company and the Administrative Agent thereof. Not later than 11:00 a.m. on the date of any payment in respect by the L/C Issuer under a Letter of a CreditCredit (each such date, an “Honor Date”), the Borrowers will Company shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such payment not later than 1:00 p.m. on the related Honor Date if the Administrative Borrower will have received notice, on behalf of the Borrowers, of such payment prior to 11:00 a.m. on the Honor Date, or, if such notice has not been received by the Administrative Borrower prior to such time on such Honor Date, then not later than 10:00 a.m. on the Business Day immediately following the day that the Administrative Borrower receives such noticedrawing. If the Borrowers fail Company fails to so reimburse the L/C IssuerIssuer by such time, then the Administrative Agent will shall promptly notify each U.S. Revolving Credit Lender of the related Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount Amount”), and the amount of such U.S. Revolving Credit Lender’s Applicable Percentage Share of such Unreimbursed Amountthereof. In such event, the Borrowers will Company shall be deemed to have requested a U.S. Revolving Credit Borrowing consisting of Base Rate Loans to be disbursed on such the Honor Date in an amount equal to such the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.03 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate U.S. Revolving Credit Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.04(c)(i2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation will shall not affect the conclusiveness or binding effect of such notice. (ii) Each U.S. Revolving Credit Lender will, shall upon receipt of any notice pursuant to Section 2.04(c)(i), 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the applicable designated L/C Issuer at the Administrative Agent’s Office for payments in an amount equal to such Lender’s its Applicable Percentage Share multiplied by of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.04(c)(iii2.03(c)(iii), each U.S. Revolving Credit Lender that so makes funds available will shall be deemed to have made a Revolving Credit Loan that is a Base Rate Committed Loan to the Borrowers Company in such amount on the Honor Dateamount. The Administrative Agent will shall remit the funds so received to the L/C Issuer. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a U.S. Revolving Credit Borrowing pursuant to Section 2.04(c)(ii), whether of Base Rate Loans because each of the conditions (other than the delivery of a Loan Notice) set forth in Section 4.02 cannot be satisfied or otherwisefor any other reason, the Borrowers will Company shall be deemed to have incurred from the applicable designated L/C Issuer an L/C Borrowing on the Honor Date in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing will shall be due and payable on demand (together with interest) and will shall bear interest at the Default Rate. In such event, each U.S. Revolving Credit Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.04(c)(ii2.03(c)(ii) will shall be deemed payment in respect of its participation in such L/C Borrowing with respect to the Unreimbursed Amount and will shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.042.03. (iv) Until each U.S. Revolving Credit Lender funds its U.S. Revolving Credit Loan or L/C Advance pursuant to this Section 2.04(c2.03(c) to reimburse the applicable designated L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of the amount of such U.S. Revolving Credit Lender’s Applicable Percentage Share of such amount will shall be solely for the account of the L/C Issuer. (v) Each U.S. Revolving Credit Lender’s obligation to make U.S. Revolving Credit Loans or L/C Advances to reimburse each the L/C Issuer for amounts drawn under all Credits issued by itLetters of Credit, as contemplated by this Section 2.04(c2.03(c), will shall be absolute and unconditional and will shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that which such U.S. Revolving Credit Lender may have against the L/C Issuer, the Borrowers Company or any other Person for any reason whatsoever, ; (B) the occurrence or continuance of a Default or Event of Default Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each U.S. Revolving Credit Lender’s obligation to make U.S. Revolving Credit Loans pursuant to this Section 2.04(c2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Administrative Borrower, on behalf of the Borrowers, Company of a Committed Loan Notice). No such making of an L/C Advance will shall relieve or otherwise impair the obligation of the Borrowers Company to reimburse each the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any U.S. Revolving Credit Lender fails to make available to the Administrative Agent for the account of any the L/C Issuer any amount required to be paid by such U.S. Revolving Credit Lender pursuant to the foregoing provisions of this Section 2.04(c2.03(c) by the time specified in Section 2.04(c)(ii2.03(c)(ii), then, without limiting the other provisions of this Agreement, the L/C Issuer will shall be entitled to recover from such U.S. Revolving Credit Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds applicable Overnight Rate and a rate determined by the L/C Issuer from time to time in accordance with banking industry rules on interbank compensationeffect, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. If such U.S. Revolving Credit Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such U.S. Revolving Credit Lender’s Committed Loan included in the relevant Committed Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer submitted to any U.S. Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) will shall be conclusive absent manifest error.

Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Credit (or any notice thereof)Letter of Credit, the applicable designated relevant L/C Issuer will shall notify promptly the Administrative Borrower, on behalf of Borrower and the Borrowers, and Administrative Agent thereof. If Not later than 3:00 p.m. on the Business Day on which any payment is made by an L/C Issuer will make any payment in respect under a Letter of a CreditCredit (each such date, an “Honor Date”), the Borrowers will Borrower shall reimburse the such L/C Issuer through the Administrative Agent in an amount equal to the amount of such payment not later than 1:00 p.m. drawing, together with interest on the related Honor Date if the Administrative Borrower will have received notice, on behalf of the Borrowers, of amount so paid or disbursed by such payment prior to 11:00 a.m. on the Honor Date, or, if such notice has not been received by the Administrative Borrower prior to such time on such Honor Date, then not later than 10:00 a.m. on the Business Day immediately following the day that the Administrative Borrower receives such notice. If the Borrowers fail to so reimburse the L/C Issuer, then to the extent not reimbursed on the date of such payment or disbursement. If the Borrower fails to so reimburse such L/C Issuer by such time, the Administrative Agent will shall promptly notify each Appropriate Lender of the related Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount Amount”), and the amount of such Appropriate Lender’s Percentage Pro Rata Share of such Unreimbursed Amountthereof. In such event, the Borrowers will Borrower shall be deemed to have requested a Revolving Credit Borrowing consisting of Base Rate Loans to be disbursed on such the Honor Date in an amount equal to such the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.03 2.02 for the principal amount of Base Rate Loans, Loans but subject to the amount of the unutilized portion of the Aggregate Revolving Credit Commitments of the Appropriate Lenders and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by the an L/C Issuer or the Administrative Agent pursuant to this Section 2.04(c)(i2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation will shall not affect the conclusiveness or binding effect of such notice. (ii) Each Appropriate Lender will, (including any Lender acting as an L/C Issuer) shall upon receipt of any notice pursuant to Section 2.04(c)(i), 2.03(c)(i) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the applicable designated relevant L/C Issuer Issuer, in Dollars, at the Administrative Agent’s Office for payments in an amount equal to such Lender’s Percentage its Pro Rata Share multiplied by of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.04(c)(iii2.03(c)(iii), each Appropriate Lender that so makes funds available will shall be deemed to have made a Revolving Credit Loan that is a Base Rate Loan to the Borrowers Borrower in such amount on the Honor Dateamount. The Administrative Agent will shall remit the funds so received to the relevant L/C Issuer. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing pursuant to Section 2.04(c)(ii), whether of Base Rate Loans because each of the conditions (other than the delivery of a Loan Notice) set forth in Section 4.02 cannot be satisfied or otherwisefor any other reason, the Borrowers will Borrower shall be deemed to have incurred from the applicable designated relevant L/C Issuer an L/C Borrowing on the Honor Date in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing will shall be due and payable on demand (together with interest) and will shall bear interest at the Default Rate. In such event, each Appropriate Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.04(c)(ii2.03(c)(ii) will shall be deemed payment in respect of its participation in such L/C Borrowing and will shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.042.03. (iv) Until each Appropriate Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.04(c2.03(c) to reimburse the applicable designated relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of the amount of such Lender’s Percentage Pro Rata Share of such amount will shall be solely for the account of the relevant L/C Issuer. (v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse each an L/C Issuer for amounts drawn under all Credits issued by itLetters of Credit, as contemplated by this Section 2.04(c2.03(c), will shall be absolute and unconditional and will shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that which such Lender may have against the relevant L/C Issuer, the Borrowers Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or Event of Default Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.04(c2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Administrative Borrower, on behalf of the Borrowers, Borrower of a Committed Loan Notice). No such making of an L/C Advance will shall relieve or otherwise impair the obligation of the Borrowers Borrower to reimburse each the relevant L/C Issuer for the amount of any payment made by the such L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of any the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c2.03(c) by the time specified in Section 2.04(c)(ii2.03(c)(ii), then, without limiting the other provisions of this Agreement, the such L/C Issuer will shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the such L/C Issuer at a rate per annum equal to (i) from the greater of date such payment is required through the first Business Day thereafter, the Federal Funds Rate from time to time in effect and a (ii) thereafter, the rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoingapplicable to Base Rate Loans. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (viSection 2.03(c)(vi) will shall be conclusive absent manifest error.

Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of drawing under such Credit (or any notice thereof)Letter of Credit, the applicable designated L/C Issuer will notify the Administrative Borrower, on behalf of the Borrowers, and Administrative Agent thereof. If the L/C Issuer will make shall notify the Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. on the date of any payment in respect by the L/C Issuer under a Letter of a CreditCredit (each such date, an “Honor Date”), the Borrowers will Borrower shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing; provided, that the Borrower has received notice of such payment by 10:00 a.m. on such Honor Date, otherwise the Borrower shall make such payment not later than 1:00 p.m. on the related Honor Date if the Administrative Borrower will have received notice, on behalf of the Borrowers, of such payment prior to 11:00 a.m. on the Honor Date, or, if such notice has not been received by the Administrative Borrower prior to such time on such Honor Date, then not later than 10:00 a.m. on the following Business Day immediately following the day that the Administrative Borrower receives such notice(together with interest thereon). If the Borrowers fail Borrower fails to so reimburse the L/C IssuerIssuer by such time, then the Administrative Agent will shall promptly notify each Lender of the related Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount Amount”), and the amount of such Lender’s Applicable Percentage Share of such Unreimbursed Amountthereof. In such event, the Borrowers will Borrower shall be deemed to have requested a Borrowing of Revolving Credit Borrowing consisting of Loans that are Base Rate Loans to be disbursed on such the Honor Date in an amount equal to such the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.03 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Credit Commitments and the conditions set forth in Section 4.02 5.02 (other than the delivery of a Loan Notice). If the Unreimbursed Amount is paid on the Honor Date with a Revolving Loan, no Default shall be deemed to have occurred. Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.04(c)(i2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation will shall not affect the conclusiveness or binding effect of such notice. (ii) Each Lender will, shall upon receipt of any notice pursuant to Section 2.04(c)(i), 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the applicable designated L/C Issuer at the Administrative Agent’s Office in an amount equal to such Lender’s its Applicable Percentage Share multiplied by of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.04(c)(iii2.03(c)(iii), each Lender that so makes funds available will shall be deemed to have made a Revolving Credit Loan that is a Base Rate Loan to the Borrowers Borrower in such amount on the Honor Dateamount. The Administrative Agent will shall remit the funds so received to the L/C Issuer. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing of Revolving Credit Borrowing pursuant to Section 2.04(c)(ii), whether Loans that are Base Rate Loans because each of the conditions (other than the delivery of a Loan Notice) set forth in Section 4.02 5.02 cannot be satisfied or otherwisefor any other reason, the Borrowers will Borrower shall be deemed to have incurred from the applicable designated L/C Issuer an L/C Borrowing on the Honor Date in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing will shall be due and payable on demand (together with interest) and will shall bear interest at the Default Rate. In such event, each Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.04(c)(ii2.03(c)(ii) will shall be deemed payment in respect of its participation in such L/C Borrowing and will shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.042.03. (iv) Until each Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.04(c2.03(c) to reimburse the applicable designated L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of the amount of such Lender’s Applicable Percentage Share of such amount will shall be solely for the account of the L/C Issuer. (v) Each Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse each the L/C Issuer for amounts drawn under all Credits issued by itLetters of Credit, as contemplated by this Section 2.04(c2.03(c), will shall be absolute and unconditional and will shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that which such Lender may have against the L/C Issuer, the Borrowers Borrower or any other Person for any reason whatsoever, ; (B) the occurrence or continuance of a Default or Event of Default Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.04(c2.03(c) is subject to the conditions set forth in Section 4.02 5.02 (other than delivery by the Administrative Borrower, on behalf of the Borrowers, Borrower of a Loan Notice). No such making of an L/C Advance will shall relieve or otherwise impair the obligation of the Borrowers Borrower to reimburse each the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Lender fails to make available to the Administrative Agent for the account of any the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c2.03(c) by the time specified in Section 2.04(c)(ii2.03(c)(ii), then, without limiting the other provisions of this Agreement, the L/C Issuer will shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) will shall be conclusive absent manifest error.

Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Credit (or any notice thereof)Letter of Credit, the applicable designated L/C Issuer will notify the Administrative Borrower, on behalf of the Borrowers, and Administrative Agent thereof. If the L/C Issuer will make shall notify the Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. on the date of any payment in respect by the L/C Issuer under a Letter of a CreditCredit (each such date, an “Honor Date”), the Borrowers will Borrower shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such payment not later than 1:00 p.m. on the related Honor Date if the Administrative Borrower will have received notice, on behalf of the Borrowers, of such payment prior to 11:00 a.m. on the Honor Date, or, if such notice has not been received by the Administrative Borrower prior to such time on such Honor Date, then not later than 10:00 a.m. on the Business Day immediately following the day that the Administrative Borrower receives such noticedrawing. If the Borrowers fail Borrower fails to so reimburse the L/C IssuerIssuer by such time, then the Administrative Agent will shall promptly notify each Revolving Credit Lender of the related Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount Amount”), and the amount of such Revolving Credit Lender’s Applicable Revolving Credit Percentage Share of such Unreimbursed Amountthereof. In such event, the Borrowers will Borrower shall be deemed to have requested a Revolving Credit Borrowing consisting of Base Rate Loans to be disbursed on such the Honor Date in an amount equal to such the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.03 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Credit Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.04(c)(i2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation will shall not affect the conclusiveness or binding effect of such notice. (ii) Each Revolving Credit Lender will, shall upon receipt of any notice pursuant to Section 2.04(c)(i), 2.03 (i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this such purpose) for the account of the applicable designated L/C Issuer at the Administrative Agent’s Office in an amount equal to such Lender’s its Applicable Revolving Credit Percentage Share multiplied by of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.04(c)(iii2.03(c)(iii), each Revolving Credit Lender that so makes funds available will shall be deemed to have made a Revolving Credit Loan that is a Base Rate Loan to the Borrowers Borrower in such amount on the Honor Dateamount. The Administrative Agent will shall remit the funds so received to the L/C Issuer. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing pursuant to Section 2.04(c)(ii), whether of Base Rate Loans because each of the conditions (other than the delivery of a Loan Notice) set forth in Section 4.02 cannot be satisfied or otherwisefor any other reason, the Borrowers will Borrower shall be deemed to have incurred from the applicable designated L/C Issuer an L/C Borrowing on the Honor Date in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing will shall be due and payable on demand (together with interest) and will shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.04(c)(ii2.03(c)(ii) will shall be deemed payment in respect of its participation in such L/C Borrowing and will shall constitute an L/C Advance from such Revolving Credit Lender in satisfaction of its participation obligation under this Section 2.042.03. (iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.04(c2.03(c) to reimburse the applicable designated L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of the amount of such Revolving Credit Lender’s Applicable Revolving Credit Percentage Share of such amount will shall be solely for the account of the L/C Issuer. (v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse each the L/C Issuer for amounts drawn under all Credits issued by itLetters of Credit, as contemplated by this Section 2.04(c2.03(c), will shall be absolute and unconditional and will shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that which such Revolving Credit Lender may have against the L/C Issuer, the Borrowers Borrower or any other Person for any reason whatsoever, ; (B) the occurrence or continuance of a Default or Event of Default Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.04(c2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Administrative Borrower, on behalf of the Borrowers, Borrower of a Committed Loan Notice). No such making of an L/C Advance will shall relieve or otherwise impair the obligation of the Borrowers Borrower to reimburse each the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of any the L/C Issuer any amount required to be paid by such Revolving Credit Lender pursuant to the foregoing provisions of this Section 2.04(c2.03(c) by the time specified in Section 2.04(c)(ii2.03(c)(ii), then, without limiting the other provisions of this Agreement, the L/C Issuer will shall be entitled to recover from such Revolving Credit Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. If such Revolving Credit Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Revolving Credit Lender’s Revolving Credit Loan included in the relevant Revolving Credit Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) will shall be conclusive absent manifest error.

Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of drawing under such Credit (or any notice thereof)Letter of Credit, the applicable designated L/C Issuer will notify the Administrative Borrower, on behalf of the Borrowers, and Administrative Agent thereof. If the L/C Issuer will make shall notify the Borrower and the Administrative Agent thereof. Not later than 12:00 noon on the date of any payment in respect by the L/C Issuer under a Letter of a CreditCredit (each such date, an “Honor Date”), the Borrowers will Borrower shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such payment not later than 1:00 p.m. on the related Honor Date if the Administrative Borrower will have received notice, on behalf of the Borrowers, of such payment prior to 11:00 a.m. on the Honor Date, or, if such notice has not been received by the Administrative Borrower prior to such time on such Honor Date, then not later than 10:00 a.m. on the Business Day immediately following the day that the Administrative Borrower receives such noticedrawing. If the Borrowers fail Borrower fails to so reimburse the L/C IssuerIssuer by such time, then the Administrative Agent will shall promptly notify each Lender of the related Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount Amount”), and the amount of such Lender’s Applicable Percentage Share of such Unreimbursed Amountthereof. In such event, the Borrowers will Borrower shall be deemed to have requested a Borrowing of Revolving Credit Borrowing consisting of Loans that are Base Rate Loans to be disbursed on such the Honor Date in an amount equal to such the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.03 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Credit Commitments and the conditions set forth in Section 4.02 5.02 (other than the delivery of a Loan Notice). If the Unreimbursed Amount is paid on the Honor Date with a Revolving Loan, no Default shall be deemed to have occurred for failure of the Borrower to reimburse the L/C Issuer for such Unreimbursed Amount. Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.04(c)(i2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation will shall not affect the conclusiveness or binding effect of such notice. (ii) Each Lender will, shall upon receipt of any notice pursuant to Section 2.04(c)(i), 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the applicable designated L/C Issuer at the Administrative Agent’s Office in an amount equal to such Lender’s its Applicable Percentage Share multiplied by of the Unreimbursed Amount not later than 1:00 2:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.04(c)(iii2.03(c)(iii), each Lender that so makes funds available will shall be deemed to have made a Revolving Credit Loan that is a Base Rate Loan to the Borrowers Borrower in such amount on the Honor Dateamount. The Administrative Agent will shall remit the funds so received to the L/C Issuer. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing of Revolving Credit Borrowing pursuant to Section 2.04(c)(ii), whether Loans that are Base Rate Loans because each of the conditions (other than the delivery of a Loan Notice) set forth in Section 4.02 5.02 cannot be satisfied or otherwisefor any other reason, the Borrowers will Borrower shall be deemed to have incurred from the applicable designated L/C Issuer an L/C Borrowing on the Honor Date in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing will shall be due and payable on demand (together with interest) and will shall bear interest at the Default Rate. In such event, each Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.04(c)(ii2.03(c)(ii) will shall be deemed payment in respect of its participation in such L/C Borrowing and will shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.042.03. (iv) Until each Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.04(c2.03(c) to reimburse the applicable designated L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of the amount of such Lender’s Applicable Percentage Share of such amount will shall be solely for the account of the L/C Issuer. (v) Each Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse each the L/C Issuer for amounts drawn under all Credits issued by itLetters of Credit, as contemplated by this Section 2.04(c2.03(c), will shall be absolute and unconditional and will shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that which such Lender may have against the L/C Issuer, the Borrowers Borrower, any Subsidiary or any other Person for any reason whatsoever, ; (B) the occurrence or continuance of a Default or Event of Default Default; or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.04(c2.03(c) is subject to the conditions set forth in Section 4.02 5.02 (other than delivery by the Administrative Borrower, on behalf of the Borrowers, Borrower of a Loan Notice). No such making of an L/C Advance will shall relieve or otherwise impair the obligation of the Borrowers Borrower to reimburse each the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Lender fails to make available to the Administrative Agent for the account of any the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c2.03(c) by the time specified in Section 2.04(c)(ii2.03(c)(ii), then, without limiting the other provisions of this Agreement, the L/C Issuer will shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) will shall be conclusive absent manifest error.

Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit issued under the Revolving Credit Facility of any notice of a drawing under such Credit (or any notice thereof)Letter of Credit, the applicable designated L/C Issuer will shall notify the Administrative Borrower, on behalf of Borrowers and the Borrowers, and Administrative Agent thereof. If Not later than 11:00 a.m. on the date of any payment by the applicable L/C Issuer will make under a Letter of Credit (or, with respect to any payment in respect of a CreditIRB LOC, the time set forth therein), or within 2 hours after notice, if such notice occurs after 11:00 a.m. (each such date, an “Honor Date”), the Borrowers will shall reimburse the such L/C Issuer through the Administrative Agent in an amount equal to the amount of such payment not later than 1:00 p.m. on the related Honor Date if the Administrative Borrower will have received notice, on behalf of the Borrowers, of such payment prior to 11:00 a.m. on the Honor Date, or, if such notice has not been received by the Administrative Borrower prior to such time on such Honor Date, then not later than 10:00 a.m. on the Business Day immediately following the day that the Administrative Borrower receives such noticedrawing. If the Borrowers fail to so reimburse the applicable L/C IssuerIssuer by such time, then the Administrative Agent will shall promptly notify each Revolving Credit Lender of the related Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount Amount”), and the amount of such Revolving Credit Lender’s Applicable Percentage Share of such Unreimbursed Amountthereof. In such event, the Borrowers will shall be deemed to have requested a Revolving Credit Borrowing consisting of Base Rate Loans to be disbursed on such the Honor Date in an amount equal to such the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.03 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Credit Commitments Facility and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice). Any notice given by the any L/C Issuer or the Administrative Agent pursuant to this Section 2.04(c)(i2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation will shall not affect the conclusiveness or binding effect of such notice. (ii) Each Revolving Credit Lender will, shall upon receipt of any notice pursuant to Section 2.04(c)(i), 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the applicable designated L/C Issuer at the Administrative Agent’s Office in an amount equal to such Lender’s its Applicable Percentage Share multiplied by of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.04(c)(iii2.03(c)(iii), each Revolving Credit Lender that so makes funds available will shall be deemed to have made a Revolving Credit Loan that is a Base Rate Revolving Loan to the Borrowers in such amount on the Honor Dateamount. The Administrative Agent will shall remit the funds so received to the applicable L/C Issuer. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing pursuant to Section 2.04(c)(ii), whether of Base Rate Loans because each of the conditions (other than the delivery of a Loan Notice) set forth in Section 4.02 cannot be satisfied or otherwisefor any other reason, the Borrowers will shall be deemed to have incurred from the applicable designated L/C Issuer an L/C Borrowing on the Honor Date in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing will shall be due and payable on demand (together with interest) and will shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the applicable L/C Issuer pursuant to Section 2.04(c)(ii2.03(c)(ii) will shall be deemed payment in respect of its participation in such L/C Borrowing and will shall constitute an L/C Advance from such Revolving Credit Lender in satisfaction of its participation obligation under this Section 2.042.03. (iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.04(c2.03(c) to reimburse the applicable designated L/C Issuer Issuers for any amount drawn under any CreditLetter of Credit issued under the Revolving Credit Facility, interest in respect of the amount of such Revolving Credit Lender’s Applicable Percentage Share of such amount will shall be solely for the account of the such L/C Issuer. (v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse each the L/C Issuer Issuers for amounts drawn under all Credits Letters of Credit issued by itunder the Revolving Credit Facility, as contemplated by this Section 2.04(c2.03(c), will shall be absolute and unconditional and will shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that which such Revolving Credit Lender may have against the such L/C Issuer, the Borrowers or any other Person for any reason whatsoever, ; (B) the occurrence or continuance of a Default or Event of Default Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.04(c2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Administrative Borrower, on behalf of the Borrowers, Borrowers of a Loan Notice). No such making of an L/C Advance will shall relieve or otherwise impair the obligation of the Borrowers to reimburse each the applicable L/C Issuer for the amount of any payment made by the such L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of any the L/C Issuer Issuers any amount required to be paid by such Revolving Credit Lender pursuant to the foregoing provisions of this Section 2.04(c2.03(c) by the time specified in Section 2.04(c)(ii2.03(c)(ii), then, without limiting the other provisions of this Agreement, the such L/C Issuer will shall be entitled to recover from such Revolving Credit Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the such L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the such L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the such L/C Issuer in connection with the foregoing. If such Revolving Credit Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Revolving Credit Loan included in the relevant Revolving Credit Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the applicable L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) will shall be conclusive absent manifest error.

Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing or presentation of documents under such Credit (or any notice thereof)Letter of Credit, the applicable designated L/C Letter of Credit Issuer will shall notify the Administrative Borrower, on behalf of Borrower Agent and the Borrowers, and Administrative Agent thereof. If Not later than 1:00 P.M. on the L/C Issuer will make date of any payment in respect by the Letter of Credit Issuer under a CreditLetter of Credit (each such date, an “Honor Date”), the Borrowers will shall reimburse the L/C Letter of Credit Issuer through the Administrative Agent in Dollars and in an amount equal to the amount of such payment not later than 1:00 p.m. on the related Honor Date if the Administrative Borrower will have received notice, on behalf of the Borrowers, of such payment prior to 11:00 a.m. on the Honor Date, or, if such notice has not been received by the Administrative Borrower prior to such time on such Honor Date, then not later than 10:00 a.m. on the Business Day immediately following the day that the Administrative Borrower receives such noticedrawing. If the Borrowers fail to so reimburse the L/C IssuerLetter of Credit Issuer by such time, then the Administrative Agent will shall promptly notify each Revolving Credit Lender of the related Honor Date, the amount of the unreimbursed drawing or payment (the “Unreimbursed Amount Amount”), and the amount of such Revolving Credit Lender’s Applicable Percentage Share of such Unreimbursed Amountthereof. In such event, the Borrowers will Borrower Agent shall be deemed to have requested a Revolving Credit Borrowing consisting of Base Rate Loans to be disbursed on such the Honor Date in an amount equal to such the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Credit Commitments and the conditions set forth in Section 4.02 5.02 (other than the delivery of a Committed Loan Notice). Any notice given by the L/C Letter of Credit Issuer or the Administrative Agent pursuant to this Section 2.04(c)(i2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation will shall not affect the conclusiveness or binding effect of such notice. (ii) Each Revolving Credit Lender will, shall upon receipt of any notice pursuant to Section 2.04(c)(i), 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) to the Administrative Agent for the account of the applicable designated L/C Issuer Letter of Credit Issuer, in Dollars, at the Administrative Agent’s Office in for Dollar denominated payments an amount equal to such Lender’s its Applicable Percentage Share multiplied by of the Unreimbursed Amount not later than 1:00 p.m. 3:00 P.M. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.04(c)(iii2.03(c)(iii), each Revolving Credit Lender that so makes funds available will shall be deemed to have made a Base Rate Revolving Credit Loan that is a Base Rate Loan to the Borrowers Borrower Agent in such amount on the Honor Dateamount. The Administrative Agent will shall remit the funds so received to the L/C IssuerLetter of Credit Issuer in Dollars. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing pursuant to Section 2.04(c)(ii), whether of Base Rate Loans because each of the conditions (other than the delivery of a Loan Notice) set forth in Section 4.02 5.02 cannot be satisfied or otherwisefor any other reason, the Borrowers will shall be deemed to have incurred from the applicable designated L/C Letter of Credit Issuer an L/C a Letter of Credit Borrowing on the Honor Date in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Letter of Credit Borrowing will shall be due and payable on demand (together with interest) and will shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the L/C Letter of Credit Issuer pursuant to Section 2.04(c)(ii2.03(c)(ii) will shall be deemed payment in respect of its participation in such L/C Letter of Credit Borrowing and will shall constitute an L/C a Letter of Credit Advance from such Revolving Credit Lender in satisfaction of its participation obligation under this Section 2.042.03. (iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Letter of Credit Advance pursuant to this Section 2.04(c2.03(c) to reimburse the applicable designated L/C Letter of Credit Issuer for any amount drawn under any Letter of Credit, interest in respect of the amount of such Revolving Credit Lender’s Applicable Percentage Share of such amount will shall be solely for the account of the L/C Letter of Credit Issuer. (v) Each LenderRevolving Credit Xxxxxx’s obligation to make Revolving Credit Loans or L/C Letter of Credit Advances to reimburse each L/C the Letter of Credit Issuer for amounts drawn under all Credits issued by itLetters of Credit, as contemplated by this Section 2.04(c2.03(c), will shall be absolute and unconditional and will shall not be affected by any circumstance, including (A) any setoffset-off, counterclaim, recoupment, defense or other right that which such Revolving Credit Lender may have against the L/C Letter of Credit Issuer, the Borrowers any Borrower or any other Person for any reason whatsoever, ; (B) the occurrence or continuance of a Default or Event of Default Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Administrative Borrower, on behalf of the Borrowers, of a Loan Notice). No such making of an L/C a Letter of Credit Advance will shall relieve or otherwise impair the obligation of the Borrowers to reimburse each L/C the Letter of Credit Issuer for the amount of any payment made by the L/C Letter of Credit Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of any L/C the Letter of Credit Issuer any amount required to be paid by such Revolving Credit Lender pursuant to the foregoing provisions of this Section 2.04(c2.03(c) by the time specified in Section 2.04(c)(ii2.03(c)(ii), then, without limiting the other provisions of this Agreement, the L/C Letter of Credit Issuer will shall be entitled to recover from such Revolving Credit Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Letter of Credit Issuer at a rate per annum equal to the greater of applicable Overnight Rate for three (3) Business Days and thereafter at the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensationBase Rate, plus any administrative, processing or similar fees customarily charged by the L/C Letter of Credit Issuer in connection with the foregoing. A certificate of L/C the Letter of Credit Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) will shall be conclusive absent manifest error.

Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of drawing under such Credit (or any notice thereof)Letter of Credit, the applicable designated L/C Issuer will shall notify the Administrative Borrower, on behalf of Borrower and the Borrowers, and Administrative Agent thereof. If Not later than 11:00 a.m. on the date of any payment by the applicable L/C Issuer will make any payment in respect under a Letter of a CreditCredit (each such date, an “Honor Date”), the Borrowers will Borrower shall reimburse the such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing; provided that the Borrower has received notice of such payment by 10:00 a.m. on such Honor Date, otherwise the Borrower shall make such payment not later than 1:00 p.m. on the related Honor Date if the Administrative Borrower will have received notice, on behalf of the Borrowers, of such payment prior to 11:00 a.m. on the Honor Date, or, if such notice has not been received by the Administrative Borrower prior to such time on such Honor Date, then not later than 10:00 a.m. on the following Business Day immediately following the day that the Administrative Borrower receives such notice(together with interest thereon). If the Borrowers fail Borrower fails to so reimburse the applicable L/C IssuerIssuer by such time, then the Administrative Agent will shall promptly notify each Lender of the related Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount Amount”), and the amount of such Lender’s Applicable Percentage Share of such Unreimbursed Amountthereof. In such event, the Borrowers will Borrower shall be deemed to have requested a Borrowing of Revolving Credit Borrowing consisting of Loans that are Base Rate Loans to be disbursed on such the Honor Date in an amount equal to such the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.03 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Credit Commitments and the conditions set forth in Section 4.02 5.02 (other than the delivery of a Loan Notice)) and provided that, after giving effect to such Borrowing, the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments. Any notice given by the applicable L/C Issuer or the Administrative Agent pursuant to this Section 2.04(c)(i2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation will shall not affect the conclusiveness or binding effect of such notice. (ii) Each Lender will, shall upon receipt of any notice pursuant to Section 2.04(c)(i), 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the applicable designated L/C Issuer at the Administrative Agent’s Office in an amount equal to such Lender’s its Applicable Percentage Share multiplied by of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.04(c)(iii2.03(c)(iii), each Lender that so makes funds available will shall be deemed to have made a Revolving Credit Loan that is a Base Rate Loan to the Borrowers Borrower in such amount on the Honor Dateamount. The Administrative Agent will shall remit the funds so received to the applicable L/C Issuer. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing of Revolving Credit Borrowing pursuant to Section 2.04(c)(ii), whether Loans that are Base Rate Loans because each of the conditions (other than the delivery of a Loan Notice) set forth in Section 4.02 5.02 cannot be satisfied or otherwisefor any other reason, the Borrowers will Borrower shall be deemed to have incurred from the applicable designated L/C Issuer an L/C Borrowing on the Honor Date in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing will shall be due and payable on demand (together with interest) and will shall bear interest at the Default Rate. In such event, each Lender’s payment to the Administrative Agent for the account of the applicable L/C Issuer pursuant to Section 2.04(c)(ii2.03(c)(ii) will shall be deemed payment in respect of its participation in such L/C Borrowing and will shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.042.03. (iv) Until each Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.04(c2.03(c) to reimburse the applicable designated L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of the amount of such Lender’s Applicable Percentage Share of such amount will shall be solely for the account of the such L/C Issuer. (v) Each Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse each the applicable L/C Issuer for amounts drawn under all Credits issued by itLetters of Credit, as contemplated by this Section 2.04(c2.03(c), will shall be absolute and unconditional and will shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that which such Lender may have against the such L/C Issuer, the Borrowers Borrower or any other Person for any reason whatsoever, ; (B) the occurrence or continuance of a Default or Event of Default Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.04(c2.03(c) is subject to the conditions set forth in Section 4.02 5.02 (other than delivery by the Administrative Borrower, on behalf of the Borrowers, Borrower of a Loan Notice). No such making of an L/C Advance will shall relieve or otherwise impair the obligation of the Borrowers Borrower to reimburse each the applicable L/C Issuer for the amount of any payment made by the such L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Lender fails to make available to the Administrative Agent for the account of any the applicable L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c2.03(c) by the time specified in Section 2.04(c)(ii2.03(c)(ii), then, without limiting the other provisions of this Agreement, the such L/C Issuer will shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the such L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the such L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the such L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid (excluding such interest and fees) shall constitute such Lender’s Revolving Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the applicable L/C Issuer submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) will shall be conclusive absent manifest error.

Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any a compliant drawing under such Credit (or any notice thereof)Letter of Credit, the applicable designated L/C Issuer will shall notify the Administrative Borrower, on behalf of applicable Borrower and the Borrowers, and Administrative Agent thereof. If the L/C Issuer will make any payment in respect of a Credit, the Borrowers will reimburse the L/C Issuer the amount of such payment not Not later than 1:00 p.m. on the related date immediately following any payment by the applicable L/C Issuer under a Letter of Credit (such date, an “Honor Date if Date”), such Borrower shall reimburse such L/C Issuer through the Administrative Borrower will have received notice, on behalf of Agent in an amount equal to the Borrowers, amount of such payment prior drawing for a Letter of Credit issued on its behalf. If such Borrower fails to 11:00 a.m. on so reimburse the applicable L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Date, or, if such notice has not been received by the Administrative Borrower prior to such time on such Honor Date, then not later than 10:00 a.m. on the Business Day immediately following the day that the Administrative Borrower receives such notice. If the Borrowers fail to so reimburse the L/C Issuer, then Administrative Agent will promptly notify each Lender amount of the related Honor Dateunreimbursed drawing (the “Unreimbursed Amount”), the Unreimbursed Amount and the amount of such Revolving Credit Lender’s Percentage Pro Rata Share of such Unreimbursed Amountthereof. In such event, the Borrowers will such Borrower shall be deemed to have requested a Revolving Credit Borrowing consisting of Base Rate Loans to be disbursed on such the Honor Date in an amount equal to such the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.03 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Credit Commitments and the conditions set forth in Section 4.02 5.02 (other than the delivery of a Committed Loan Notice). Any notice given by the applicable L/C Issuer or the Administrative Agent pursuant to this Section 2.04(c)(i2.03(c)(i) may must be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation will shall not affect the conclusiveness or binding effect of such notice. (ii) Each Revolving Credit Lender will, (including the Lender acting as the applicable L/C Issuer) shall upon receipt of any notice pursuant to Section 2.04(c)(i), 2.03(c)(i) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the applicable designated L/C Issuer at the Administrative Agent’s Office in an amount equal to such Lender’s Percentage its Pro Rata Share multiplied by of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.04(c)(iii2.03(c)(iii), each Revolving Credit Lender that so makes funds available will shall be deemed to have made a Revolving Credit Loan that is a Base Rate Loan to the Borrowers such Borrower in such amount on the Honor Dateamount. The Administrative Agent will shall remit the funds so received to the applicable L/C Issuer. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing pursuant to Section 2.04(c)(ii), whether of Base Rate Loans because each of the conditions (other than the delivery of a Loan Notice) set forth in Section 4.02 5.02 cannot be satisfied or otherwisefor any other reason, the Borrowers will applicable Borrower shall be deemed to have incurred from the applicable designated L/C Issuer an L/C Borrowing on the Honor Date in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing will shall be due and payable on demand (together with interest) and will shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the such L/C Issuer pursuant to Section 2.04(c)(ii2.03(c)(ii) will shall be deemed payment in respect of its participation in such L/C Borrowing and will shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.042.03. (iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.04(c2.03(c) to reimburse the applicable designated L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of the amount of such Lender’s Percentage Pro Rata Share of such amount will shall be solely for the account of the such L/C Issuer. (v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse each the applicable L/C Issuer for amounts drawn under all Credits issued by itLetters of Credit, as contemplated by this Section 2.04(c2.03(c), will shall be absolute and unconditional and will shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that which such Lender may have against the such L/C Issuer, the Borrowers any Borrower or any other Person for any reason whatsoever, ; (B) the occurrence or continuance of a Default or Event of Default Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.04(c2.03(c) is subject to the conditions set forth in Section 4.02 5.02 (other than delivery by any Borrower of a Committed Loan Notice) and that the Administrative Borrower, on behalf obligations of the Borrowers, Borrowers pursuant to this Section 2.03(c) shall survive termination of a Loan Notice)this Agreement and the payment of the Loans and all other amounts payable hereunder. No such making of an L/C Advance will shall relieve or otherwise impair the obligation of the Borrowers to reimburse each the applicable L/C Issuer for the amount of any payment made by the such L/C Issuer under any CreditLetter of Credit issued to such Borrower, together with interest as provided herein. (vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of any the applicable L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c2.03(c) by the time specified in Section 2.04(c)(ii2.03(c)(ii), then, without limiting the other provisions of this Agreement, the such L/C Issuer will shall be entitled to recover from such Revolving Credit Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the such L/C Issuer at a rate per annum equal to the greater of the Federal Funds Effective Rate and a rate determined by the such L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the such L/C Issuer in connection with the foregoing. If such Revolving Credit Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the applicable L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (viSection 2.03(c)(vi) will shall be conclusive absent manifest error.

Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Credit (or any notice thereof)Letter of Credit, the applicable designated L/C Issuer will shall notify the Administrative Borrower, on behalf of Borrower and the Borrowers, and Administrative Agent thereof. If Not later than 11:00 a.m. on the date of any payment by such L/C Issuer will make any payment in respect under a Letter of a CreditCredit (each such date, an “Honor Date”), the Borrowers will Borrower shall reimburse the such L/C Issuer through the Administrative Agent in an amount equal to the amount of such payment not later than 1:00 p.m. on drawing. If the related Honor Date if Borrower fails to so reimburse such L/C Issuer by such time, the Administrative Borrower will have received notice, on behalf Agent shall promptly notify each Revolving Credit Lender of the Borrowers, of such payment prior to 11:00 a.m. on the Honor Date, or, if such notice has not been received by the Administrative Borrower prior to such time on such Honor Date, then not later than 10:00 a.m. on the Business Day immediately following the day that the Administrative Borrower receives such notice. If the Borrowers fail to so reimburse the L/C Issuer, then Administrative Agent will promptly notify each Lender amount of the related Honor Dateunreimbursed drawing (the “Unreimbursed Amount”), the Unreimbursed Amount and the amount of such Revolving Credit Lender’s Applicable Revolving Credit Percentage Share of such Unreimbursed Amountthereof. In such event, the Borrowers will Borrower shall be deemed to have requested a Revolving Credit Borrowing consisting of Base Rate Loans to be disbursed on such the Honor Date in an amount equal to such the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.03 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Credit Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by the applicable L/C Issuer or the Administrative Agent pursuant to this Section 2.04(c)(i2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation will shall not affect the conclusiveness or binding effect of such notice. (ii) Each Revolving Credit Lender will, shall upon receipt of any notice pursuant to Section 2.04(c)(i), 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the applicable designated L/C Issuer at the Administrative Agent’s Office in an amount equal to such Lender’s its Applicable Revolving Credit Percentage Share multiplied by of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.04(c)(iii2.03(c)(iii), each Revolving Credit Lender that so makes funds available will shall be deemed to have made a Revolving Credit Loan that is a Base Rate Loan to the Borrowers Borrower in such amount on the Honor Dateamount. The Administrative Agent will shall remit the funds so received to the such L/C Issuer. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing pursuant to Section 2.04(c)(ii), whether of Base Rate Loans because each of the conditions (other than the delivery of a Loan Notice) set forth in Section 4.02 cannot be satisfied or otherwisefor any other reason, the Borrowers will Borrower shall be deemed to have incurred from the applicable designated L/C Issuer an L/C Borrowing on the Honor Date in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing will shall be due and payable on demand (together with interest) and will shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the such L/C Issuer pursuant to Section 2.04(c)(ii2.03(c)(ii) will shall be deemed payment in respect of its participation in such L/C Borrowing and will shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.042.03. (iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.04(c2.03(c) to reimburse the applicable designated L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of the amount of such Lender’s Applicable Revolving Credit Percentage Share of such amount will shall be solely for the account of the such L/C Issuer. (v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse each the applicable L/C Issuer for amounts drawn under all Credits issued by itLetters of Credit, as contemplated by this Section 2.04(c2.03(c), will shall be absolute and unconditional and will shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that which such Lender may have against the any L/C Issuer, the Borrowers Borrower or any other Person for any reason whatsoever, ; (B) the occurrence or continuance of a Default or Event of Default Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.04(c2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Administrative Borrower, on behalf of the Borrowers, Borrower of a Committed Loan Notice). No such making of an L/C Advance will shall relieve or otherwise impair the obligation of the Borrowers Borrower to reimburse each L/C Issuer for the amount of any payment made by the each L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of any the applicable L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c2.03(c) by the time specified in Section 2.04(c)(ii2.03(c)(ii), then, without limiting the other provisions of this Agreement, the such L/C Issuer will shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the such L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the such L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the such L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan included in the relevant Revolving Credit Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the applicable L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (viSection 2.03(c)(vi) will shall be conclusive absent manifest error.

Drawings and Reimbursements; Funding of Participations. (i1) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Credit (or any notice thereof)Letter of Credit, the applicable designated L/C Issuer will notify the Administrative Borrower, on behalf of the Borrowers, and Administrative Agent thereof. If the L/C Issuer will make shall notify the Borrower and the Administrative Agent thereof. Not later than 12:00 p.m. on the date of any payment in respect by the L/C Issuer under a Letter of a CreditCredit (each such date, an “Honor Date”), the Borrowers will Borrower shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such payment not later than 1:00 p.m. on the related Honor Date if the Administrative Borrower will have received notice, on behalf of the Borrowers, of such payment prior to 11:00 a.m. on the Honor Date, or, if such notice has not been received by the Administrative Borrower prior to such time on such Honor Date, then not later than 10:00 a.m. on the Business Day immediately following the day that the Administrative Borrower receives such noticedrawing. If the Borrowers fail Borrower fails to so reimburse the L/C IssuerIssuer by such time, then the Administrative Agent will shall promptly notify each Revolving Credit Lender of the related Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount Amount”), and the amount of such Revolving Credit Lender’s Applicable Revolving Credit Percentage Share of such Unreimbursed Amountthereof. In such event, the Borrowers will Borrower shall be deemed to have requested a Revolving Credit Borrowing consisting of Base Rate Loans to be disbursed on such the Honor Date in an amount equal to such the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.03 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Credit Commitments Facility and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.04(c)(i2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation will shall not affect the conclusiveness or binding effect of such notice. (iii) Each Revolving Credit Lender will, shall upon receipt of any notice pursuant to Section 2.04(c)(i), 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) to the Administrative Agent for the account of the applicable designated L/C Issuer at the Administrative Agent’s Office in an amount equal to such Lender’s its Applicable Revolving Credit Percentage Share multiplied by of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.04(c)(iii2.03(c)(iii), each Revolving Credit Lender that so makes funds available will shall be deemed to have made a Revolving Credit Loan that is a Base Rate Loan to the Borrowers Borrower in such amount on the Honor Dateamount. The Administrative Agent will shall remit the funds so received to the L/C Issuer. (iiiii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing pursuant to Section 2.04(c)(ii), whether of Base Rate Loans because each of the conditions (other than the delivery of a Loan Notice) set forth in Section 4.02 cannot be satisfied or otherwisefor any other reason, the Borrowers will Borrower shall be deemed to have incurred from the applicable designated L/C Issuer an L/C Borrowing on the Honor Date in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing will shall be due and payable on demand (together with interest) and will shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.04(c)(ii2.03(c)(ii) will shall be deemed payment in respect of its participation in such L/C Borrowing and will shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.042.03. (iviii) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.04(c2.03(c) to reimburse the applicable designated L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of the amount of such Lender’s Applicable Revolving Credit Percentage Share of such amount will shall be solely for the account of the L/C Issuer. (viv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse each the L/C Issuer for amounts drawn under all Credits issued by itLetters of Credit, as contemplated by this Section 2.04(c2.03(c), will shall be absolute and unconditional and will shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that which such Lender may have against the L/C Issuer, the Borrowers Borrower or any other Person for any reason whatsoever, ; (B) the occurrence or continuance of a Default or Event of Default Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.04(c2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Administrative Borrower, on behalf of the Borrowers, Borrower of a Committed Loan Notice). No such making of an L/C Advance will shall relieve or otherwise impair the obligation of the Borrowers Borrower to reimburse each the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein. (viv) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of any the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c2.03(c) by the time specified in Section 2.04(c)(ii2.03(c)(ii), then, without limiting the other provisions of this Agreement, the L/C Issuer will shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan included in the relevant Revolving Credit Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (viSection 2.03(c)(vi) will shall be conclusive absent manifest error.

Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Credit (or any notice thereof)Letter of Credit, the applicable designated L/C Issuer will shall exercise commercially reasonable efforts to notify the Borrower and the Administrative Borrower, on behalf Agent thereof within two (2) Business Days after receipt of such notice and of the Borrowers, and Administrative Agent thereofdate required for payment of such drawing under such Letter of Credit. If Not later than 11:00 a.m. on the date of any payment by any L/C Issuer will make any payment in respect under a Letter of a CreditCredit (each such date, an “Honor Date”), the Borrowers will Borrower shall reimburse the such L/C Issuer through the Administrative Agent in an amount equal to the amount of such payment not later than 1:00 p.m. on the related Honor Date if the Administrative Borrower will have received notice, on behalf of the Borrowers, of such payment prior to 11:00 a.m. on the Honor Date, or, if such notice has not been received by the Administrative Borrower prior to such time on such Honor Date, then not later than 10:00 a.m. on the Business Day immediately following the day that the Administrative Borrower receives such noticedrawing. If the Borrowers fail Borrower fails to so reimburse the such L/C IssuerIssuer by such time, then the Administrative Agent will shall promptly notify each Lender of the related Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount Amount”), and the amount of such Lender’s Applicable Percentage Share of such Unreimbursed Amountthereof. In such event, the Borrowers will Borrower shall be deemed to have requested a Revolving Credit Committed Borrowing consisting of Base Rate Loans to be disbursed on such the Honor Date in an amount equal to such the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.03 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Credit Commitments and the conditions set forth in Section 4.02 5.02 (other than the delivery of a Committed Loan Notice). Any notice given by the any L/C Issuer or the Administrative Agent pursuant to this Section 2.04(c)(i2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation will shall not affect the conclusiveness or binding effect of such notice. If such Base Rate Loans are so disbursed to pay an Unreimbursed Amount, then no Default or Event of Default shall be deemed to have occurred. (ii) Each Lender will, shall upon receipt of any notice pursuant to Section 2.04(c)(i2.03(c), (i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the applicable designated any L/C Issuer at the Administrative Agent’s Office in an amount equal to such Lender’s its Applicable Percentage Share multiplied by of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.04(c)(iii2.03(c)(iii), each Lender that so makes funds available will shall be deemed to have made a Revolving Credit Loan that is a Base Rate Loan to the Borrowers Borrower in such amount on the Honor Dateamount. The Administrative Agent will shall remit the funds so received to the such L/C Issuer. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Committed Borrowing pursuant to Section 2.04(c)(ii), whether of Base Rate Loans because each of the conditions (other than the delivery of a Loan Notice) set forth in Section 4.02 5.02 cannot be satisfied or otherwisefor any other reason, the Borrowers will Borrower shall be deemed to have incurred from the applicable designated L/C Issuer an L/C Borrowing on the Honor Date in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing will shall be due and payable on demand (together with interest) and will shall bear interest at the Default Rate. In such event, each Lender’s payment to the Administrative Agent for the account of the any L/C Issuer pursuant to Section 2.04(c)(ii2.03(c)(ii) will shall be deemed payment in respect of its participation in such L/C Borrowing and will shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.042.03. (iv) Until each Lender funds its Revolving Credit Committed Loan or L/C Advance pursuant to this Section 2.04(c2.03(c) to reimburse the applicable designated any L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of the amount of such Lender’s Applicable Percentage Share of such amount will shall be solely for the account of the such L/C Issuer. (v) Each Lender’s obligation to make Revolving Credit Committed Loans or L/C Advances to reimburse each any L/C Issuer for amounts drawn under all Credits issued by itLetters of Credit, as contemplated by this Section 2.04(c2.03(c), will shall be absolute and unconditional and will shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that which such Lender may have against the such L/C Issuer, the Borrowers Borrower or any other Person for any reason whatsoever, ; (B) the occurrence or continuance of a Default or Event of Default Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Lender’s obligation to make Revolving Credit Committed Loans pursuant to this Section 2.04(c2.03(c) is subject to the conditions set forth in Section 4.02 5.02 (other than delivery by the Administrative Borrower, on behalf of the Borrowers, Borrower of a Committed Loan Notice). No such making of an L/C Advance will shall relieve or otherwise impair the obligation of the Borrowers Borrower to reimburse each any L/C Issuer for the amount of any payment made by the such L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Lender fails to make available to the Administrative Agent for the account of any L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c2.03(c) by the time specified in Section 2.04(c)(ii2.03(c)(ii), then, without limiting the other provisions of this Agreement, the such L/C Issuer will shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the such L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the such L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the such L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of any L/C Issuer submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) will shall be conclusive absent manifest error.

Drawings and Reimbursements; Funding of Participations. (i) Upon Notwithstanding anything to the contrary contained herein, upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Credit (or any notice thereof)Letter of Credit, the applicable designated L/C Issuer will notify the Administrative Borrower, on behalf of the Borrowers, and Administrative Agent thereof. If the L/C Issuer will make shall notify the Borrower and the Administrative Agent thereof. Following Xxxxxxxx’s receipt of such notice by the L/C Issuer and not later than 12:00 noon New York time on the Business Day following the date of any payment in by the L/C Issuer with respect to a Letter of a CreditCredit drawing (each such date, an “L/C Honor Date”), the Borrowers will Borrower shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such payment not later than 1:00 p.m. on the related Honor Date if the Administrative Borrower will have received notice, on behalf of the Borrowers, of such payment prior to 11:00 a.m. on the Honor Date, or, if such notice has not been received by the Administrative Borrower prior to such time on such Honor Date, then not later than 10:00 a.m. on the Business Day immediately following the day that the Administrative Borrower receives such noticedrawing. If the Borrowers fail Borrower fails to so reimburse the L/C IssuerIssuer by such time, then the Administrative Agent will shall promptly notify each Revolving Lender of the related L/C Honor Date, the Unreimbursed Amount and the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and such Revolving Lender’s Percentage Pro Rata Share of such Unreimbursed Amountthereof. In such event, the Borrowers will Borrower shall be deemed to have requested a Revolving Credit Borrowing consisting borrowing of an Advance that is an Alternate Base Rate Loans Loan to be disbursed on such the L/C Honor Date in an amount equal to such the Unreimbursed Amount, without regard regardless of whether a Default or Event of Default shall have occurred and be continuing and notwithstanding the Borrower’s failure to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Credit Commitments and satisfy the conditions precedent set forth in Section 4.02 (other than the delivery of a Loan Notice). Any notice given by the L/C Issuer or Administrative Agent pursuant to this Section 2.04(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation will not affect the conclusiveness or binding effect of such noticeArticle III. (ii) Each Revolving Lender will, shall upon receipt of any notice pursuant to Section 2.04(c)(i)2.2(h) wire transfer funds to the Administrative Agent’s Account, make funds available (and for the benefit of the Administrative Agent may apply Cash Collateral provided for this purpose) for the on account of the applicable designated L/C Issuer at Administrative Agent’s Office Issuer, in an amount equal to such Lender’s Percentage its Pro Rata Share multiplied by of the Unreimbursed Amount not later than 1:00 2:00 p.m. New York time on the first Business Day following such notice or such later date specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.04(c)(iii), each Revolving Lender that so makes funds available will shall be deemed to have made a Revolving Credit Loan an Advance that is a an Alternate Base Rate Loan to the Borrowers Borrower in such amount on the Honor Dateamount. The Administrative Agent will shall remit the funds so received to the L/C Issuer. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing pursuant to Section 2.04(c)(ii), whether because each of the conditions (other than the delivery of a Loan Notice) set forth in Section 4.02 cannot be satisfied or otherwise, the Borrowers will be deemed to have incurred from the applicable designated L/C Issuer an L/C Borrowing on the Honor Date in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing will be due and payable on demand (together with interest) and will bear interest at the Default Rate. In such event, each Lender’s payment to Administrative Agent for the account of the L/C Issuer pursuant to Section 2.04(c)(ii) will be deemed payment in respect of its participation in such L/C Borrowing and will constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.04. (iv) Until each Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.04(c) to reimburse the applicable designated L/C Issuer for any amount drawn under any Credit, interest in respect of the amount of such Lender’s Percentage Share of such amount will be solely for the account of the L/C Issuer. (v) Each Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse each L/C Issuer for amounts drawn under all Credits issued by it, as contemplated by this Section 2.04(c), will be absolute and unconditional and will not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the L/C Issuer, the Borrowers 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; provided that each Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Administrative Borrower, on behalf of the Borrowers, of a Loan Notice). No such making of an L/C Advance will relieve or otherwise impair the obligation of the Borrowers to reimburse each L/C Issuer for the amount of any payment made by the L/C Issuer under any Credit, together with interest as provided herein. (vi) If any Lender fails to make available to Administrative Agent for the account of any L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(ii), then, without limiting the other provisions of this Agreement, the L/C Issuer will be entitled to recover from such Lender (acting through Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. A certificate of L/C Issuer submitted to any Lender (through Administrative Agent) with respect to any amounts owing under this clause (vi) will be conclusive absent manifest error.

Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of drawing under such Credit (or any notice thereof)Letter of Credit, the applicable designated L/C Issuer will notify the Administrative Borrower, on behalf of the Borrowers, and Administrative Agent thereof. If the L/C Issuer will make shall notify the Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. on the date of any payment in respect by the L/C Issuer under a Letter of a CreditCredit (each such date, an “Honor Date”), the Borrowers will Borrower shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such payment not later than 1:00 p.m. on the related Honor Date if the Administrative Borrower will have received notice, on behalf of the Borrowers, of such payment prior to 11:00 a.m. on the Honor Date, or, if such notice has not been received by the Administrative Borrower prior to such time on such Honor Date, then not later than 10:00 a.m. on the Business Day immediately following the day that the Administrative Borrower receives such noticedrawing. If the Borrowers fail to so Borrower does not reimburse the L/C IssuerIssuer by such time, then the Administrative Agent will shall promptly notify each Lender of the related Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount Amount”), and the amount of such Lender’s Applicable Percentage Share of such Unreimbursed Amountthereof. In such event, the Borrowers will Borrower shall be deemed to have requested a Revolving Credit Borrowing consisting of Base Rate Loans to be disbursed on such the Honor Date in an amount equal to such the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.03 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Credit Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice)) and provided that, after giving effect to such Borrowing, the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments. Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.04(c)(i2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation will shall not affect the conclusiveness or binding effect of such notice. (ii) Each Lender will, shall upon receipt of any notice pursuant to Section 2.04(c)(i), 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) to the Administrative Agent for the account of the applicable designated L/C Issuer at the Administrative Agent’s Office in an amount equal to such Lender’s its Applicable Percentage Share multiplied by of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.04(c)(iii2.03(c)(iii), each Lender that so makes funds available will shall be deemed to have made a Revolving Credit Loan that is a Base Rate Loan to the Borrowers Borrower in such amount on the Honor Dateamount. The Administrative Agent will shall remit the funds so received to the L/C Issuer. (iii) With respect to any Unreimbursed Amount that is not (x) fully refinanced by a Revolving Credit Borrowing pursuant to Section 2.04(c)(ii), whether of Base Rate Loans because each of the conditions (other than the delivery of a Loan Notice) set forth in Section 4.02 cannot be satisfied or otherwisefor any other reason or (y) otherwise reimbursed by the Borrower on the Honor Date, the Borrowers will Borrower shall be deemed to have incurred from the applicable designated L/C Issuer an L/C Borrowing on the Honor Date in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing will shall be due and payable on demand (together with interest) and will shall bear interest at the Default Rate. In such event, each Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.04(c)(ii2.03(c)(ii) will shall be deemed payment in respect of its participation in such L/C Borrowing and will shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.042.03. (iv) Until each Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.04(c2.03(c) to reimburse the applicable designated L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of the amount of such Lender’s Applicable Percentage Share of such amount will shall be solely for the account of the L/C Issuer. (v) Each Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse each the L/C Issuer for amounts drawn under all Credits issued by itLetters of Credit, as contemplated by this Section 2.04(c2.03(c), will shall be absolute and unconditional and will shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that which such Lender may have against the L/C Issuer, the Borrowers Borrower or any other Person for any reason whatsoever, ; (B) the occurrence or continuance of a Default or Event of Default Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.04(c2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Administrative Borrower, on behalf of the Borrowers, Borrower of a Loan Notice). No such making of an L/C Advance will shall relieve or otherwise impair the obligation of the Borrowers Borrower to reimburse each the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Lender fails to make available to the Administrative Agent for the account of any the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c2.03(c) by the time specified in Section 2.04(c)(ii2.03(c)(ii), then, without limiting the other provisions of this Agreement, the L/C Issuer will shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. A certificate of the L/C Issuer submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) will shall be conclusive absent manifest error.

Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Credit (or any notice thereof)Letter of Credit, the applicable designated relevant L/C Issuer will shall notify promptly the Administrative Borrower, on behalf of Borrower and the Borrowers, and Administrative Agent thereof. If the L/C Issuer will make any payment in respect of a Credit, the Borrowers will reimburse the L/C Issuer the amount of such payment not Not later than 1:00 p.m. on the related Honor Date if the Administrative Borrower will have received notice, on behalf of the Borrowers, of such payment prior to 11:00 a.m. on the Honor Date, or, if such notice has not been received by the Administrative Borrower prior to such time on such Honor Date, then not later than 10:00 a.m. on the Business Day immediately following any payment by an L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), the day that Borrower shall reimburse such L/C Issuer through the Administrative Borrower receives Agent in an amount equal to the amount of such noticedrawing. If the Borrowers fail Borrower fails to so reimburse the such L/C IssuerIssuer by such time, then the Administrative Agent will shall promptly notify each Revolving Credit Lender of the related Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount Amount”), and the amount of such Revolving Credit Lender’s Percentage Pro Rata Share of such Unreimbursed Amountthereof. In such event, the Borrowers will be deemed to have requested Borrower shall request a Revolving Credit Borrowing consisting of Base Rate Loans in accordance with Section 2.02 to be disbursed on such the Honor Date in an amount equal to such the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.03 2.02 for the principal amount of Base Rate Loans, Loans but subject to the amount of the unutilized portion of the Aggregate Revolving Credit Commitments of the Revolving Credit Lenders and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by the an L/C Issuer or the Administrative Agent pursuant to this Section 2.04(c)(i2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation will shall not affect the conclusiveness or binding effect of such notice. (ii) Each Revolving Credit Lender will, shall upon receipt of any notice pursuant to Section 2.04(c)(i), 2.03(c)(i) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the applicable designated relevant L/C Issuer at Issuer, in U.S. dollars, to the account of the Administrative Agent’s Office Agent most-recently designated by it for such purpose by notice to the Revolving Credit Lenders in an amount equal to such Lender’s Percentage its Pro Rata Share multiplied by of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.04(c)(iii), each Lender that so makes funds available will be deemed to have made a Revolving Credit Loan that is a Base Rate Loan to the Borrowers in such amount on the Honor Date. The Administrative Agent will shall remit the funds so received to the relevant L/C Issuer. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing pursuant to Section 2.04(c)(ii), whether of Base Rate Loans because each of the conditions (other than the delivery of a Loan Notice) set forth in Section 4.02 cannot be satisfied or otherwisefor any other reason, the Borrowers will Borrower shall be deemed to have incurred from the applicable designated relevant L/C Issuer an L/C Borrowing on the Honor Date in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing will shall be due and payable on demand (together with interest) and will shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.04(c)(ii2.03(c)(ii) will shall be deemed payment in respect of its participation in such L/C Borrowing and will shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.042.03. (iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.04(c2.03(c) to reimburse the applicable designated relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of the amount of such Lender’s Percentage Pro Rata Share of such amount will shall be solely for the account of the relevant L/C Issuer. (v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse each an L/C Issuer for amounts drawn under all Credits issued by itLetters of Credit, as contemplated by this Section 2.04(c2.03(c), will shall be absolute and unconditional and will shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that which such Lender may have against the relevant L/C Issuer, the Borrowers Borrower or any other Person for any reason whatsoever, ; (B) the occurrence or continuance of a Default or Event of Default Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.04(c2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Administrative Borrower, on behalf of the Borrowers, Borrower of a Committed Loan NoticeNotice ). No such making of an L/C Advance will shall relieve or otherwise impair the obligation of the Borrowers Borrower to reimburse each the relevant L/C Issuer for the amount of any payment made by the such L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of any the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c2.03(c) by the time specified in Section 2.04(c)(ii2.03(c)(ii), then, without limiting the other provisions of this Agreement, the such L/C Issuer will shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the such L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer from time to time in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoingeffect. A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (viSection 2.03(c)(vi) will shall be conclusive absent manifest error.

Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Credit of any drawing under such Credit (or any notice thereof), the applicable designated The L/C Issuer will notify for any Letter of Credit shall, within the Administrative Borrower, on behalf time allowed by applicable Laws or the specific terms of the BorrowersLetter of Credit following its receipt thereof, and Administrative Agent thereofexamine all documents purporting to represent a demand for payment under such Letter of Credit. If the Such L/C Issuer will make shall promptly notify the Administrative Agent and the Borrower in writing of such demand for payment; provided that any payment failure to give or delay in respect giving such notice shall not relieve the Borrower of a Credit, the Borrowers will its obligation to reimburse the such L/C Issuer and the amount of Lenders with respect to any such payment not payment. Not later than 1:00 p.m. on the related date immediately following any payment by the applicable L/C Issuer under a Letter of Credit (such date, an “Honor Date if Date”), such Borrower shall reimburse such L/C Issuer through the Administrative Borrower will have received notice, on behalf of Agent in an amount equal to the Borrowers, amount of such payment prior drawing for a Letter of Credit issued on its behalf. If such Borrower fails to 11:00 a.m. on so reimburse the applicable L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Date, or, if such notice has not been received by the Administrative Borrower prior to such time on such Honor Date, then not later than 10:00 a.m. on the Business Day immediately following the day that the Administrative Borrower receives such notice. If the Borrowers fail to so reimburse the L/C Issuer, then Administrative Agent will promptly notify each Lender amount of the related Honor Dateunreimbursed drawing (the “Unreimbursed Amount”), the Unreimbursed Amount and the amount of such LenderRevolving Credit Xxxxxx’s Percentage Pro Rata Share of such Unreimbursed Amountthereof. In such event, the Borrowers will such Borrower shall be deemed to have requested a Revolving Credit Borrowing consisting of Base Rate Loans to be disbursed on such the Honor Date in an amount equal to such the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.03 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Credit Commitments and the conditions set forth in Section 4.02 5.02 (other than the delivery of a Committed Loan Notice). Any notice given by the applicable L/C Issuer or the Administrative Agent pursuant to this Section 2.04(c)(i2.03(c)(i) may must be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation will shall not affect the conclusiveness or binding effect of such notice. (ii) Each Revolving Credit Lender will, (including the Lender acting as the applicable L/C Issuer) shall upon receipt of any notice pursuant to Section 2.04(c)(i), 2.03(c)(i) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the applicable designated L/C Issuer at the Administrative Agent’s Office in an amount equal to such Lender’s Percentage its Pro Rata Share multiplied by of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.04(c)(iii2.03(c)(iii), each Revolving Credit Lender that so makes funds available will shall be deemed to have made a Revolving Credit Loan that is a Base Rate Loan to the Borrowers such Borrower in such amount on the Honor Dateamount. The Administrative Agent will shall remit the funds so received to the applicable L/C Issuer. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing pursuant to Section 2.04(c)(ii), whether of Base Rate Loans because each of the conditions (other than the delivery of a Loan Notice) set forth in Section 4.02 5.02 cannot be satisfied or otherwisefor any other reason, the Borrowers will applicable Borrower shall be deemed to have incurred from the applicable designated L/C Issuer an L/C Borrowing on the Honor Date in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing will shall be due and payable on demand (together with interest) and will shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the such L/C Issuer pursuant to Section 2.04(c)(ii2.03(c)(ii) will shall be deemed payment in respect of its participation in such L/C Borrowing and will shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.042.03. (iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.04(c2.03(c) to reimburse the applicable designated L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of the amount of such LenderXxxxxx’s Percentage Pro Rata Share of such amount will shall be solely for the account of the such L/C Issuer. (v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse each the applicable L/C Issuer for amounts drawn under all Credits issued by itLetters of Credit, as contemplated by this Section 2.04(c2.03(c), will shall be absolute and unconditional and will shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that which such Lender may have against the such L/C Issuer, the Borrowers any Borrower or any other Person for any reason whatsoever, ; (B) the occurrence or continuance of a Default or Event of Default Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.04(c2.03(c) is subject to the conditions set forth in Section 4.02 5.02 (other than delivery by any Borrower of a Committed Loan Notice) and that the Administrative Borrower, on behalf obligations of the Borrowers, Borrowers pursuant to this Section 2.03(c) shall survive termination of a Loan Notice)this Agreement and the payment of the Loans and all other amounts payable hereunder. No such making of an L/C Advance will shall relieve or otherwise impair the obligation of the Borrowers to reimburse each the applicable L/C Issuer for the amount of any payment made by the such L/C Issuer under any CreditLetter of Credit issued to such Xxxxxxxx, together with interest as provided herein. (vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of any the applicable L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c2.03(c) by the time specified in Section 2.04(c)(ii2.03(c)(ii), then, without limiting the other provisions of this Agreement, the such L/C Issuer will shall be entitled to recover from such Revolving Credit Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the such L/C Issuer at a rate per annum equal to the greater of the Federal Funds Effective Rate and a rate determined by the such L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the such L/C Issuer in connection with the foregoing. If such Revolving Credit Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the applicable L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (viSection 2.03(c)(vi) will shall be conclusive absent manifest error.

Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Credit (or any notice thereof)Letter of Credit, the applicable designated L/C Issuer will notify the Administrative Borrower, on behalf of the Borrowers, and Administrative Agent thereof. If the L/C Issuer will make shall notify the Company, the applicable Designated Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. on the date of any payment in respect by the L/C Issuer under a Letter of a CreditCredit (each such date, an “Honor Date”), the Borrowers will Company or the applicable Designated Borrower shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such payment not later than 1:00 p.m. on the related Honor Date if the Administrative Borrower will have received notice, on behalf of the Borrowers, of such payment prior to 11:00 a.m. on the Honor Date, or, if such notice has not been received by the Administrative Borrower prior to such time on such Honor Date, then not later than 10:00 a.m. on the Business Day immediately following the day that the Administrative Borrower receives such noticedrawing. If the Borrowers fail Company or such Designated Borrower fails to so reimburse the L/C IssuerIssuer by such time, then the Administrative Agent will shall promptly notify each Revolving Credit Lender of the related Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount Amount”), and the amount of such Lender’s Applicable Revolving Credit Percentage Share of such Unreimbursed Amountthereof. In such event, the Borrowers will Company or the applicable Designated Borrower shall be deemed to have requested a Revolving Credit Borrowing consisting of Base Rate Loans to be disbursed on such the Honor Date in an amount equal to such the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.03 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Credit Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice). Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.04(c)(i2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation will shall not affect the conclusiveness or binding effect of such notice. (ii) Each Revolving Credit Lender will, shall upon receipt of any notice pursuant to Section 2.04(c)(i), 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the applicable designated L/C Issuer at the Administrative Agent’s Office in an amount equal to such Lender’s its Applicable Revolving Credit Percentage Share multiplied by of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.04(c)(iii2.03(c)(iii), each Revolving Credit Lender that so makes funds available will shall be deemed to have made a Revolving Credit Loan that is a Base Rate Loan to the Borrowers Company or the applicable Designated Borrower in such amount on the Honor Dateamount. The Administrative Agent will shall remit the funds so received to the L/C Issuer. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing pursuant to Section 2.04(c)(ii), whether of Base Rate Loans because each of the conditions (other than the delivery of a Loan Notice) set forth in Section 4.02 cannot be satisfied or otherwisefor any other reason, the Borrowers will Company or the applicable Designated Borrower shall be deemed to have incurred from the applicable designated L/C Issuer an L/C Borrowing on the Honor Date in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing will shall be due and payable on demand (together with interest) and will shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.04(c)(ii2.03(c)(ii) will shall be deemed payment in respect of its participation in such L/C Borrowing and will shall constitute an L/C Advance from such Revolving Credit Lender in satisfaction of its participation obligation under this Section 2.042.03. (iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.04(c2.03(c) to reimburse the applicable designated L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of the amount of such Revolving Credit Lender’s Applicable Revolving Credit Percentage Share of such amount will shall be solely for the account of the L/C Issuer. (v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse each the L/C Issuer for amounts drawn under all Credits issued by itLetters of Credit, as contemplated by this Section 2.04(c2.03(c), will shall be absolute and unconditional and will shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that which such Revolving Credit Lender may have against the L/C Issuer, the Borrowers Company, any Designated Borrower or any other Person for any reason whatsoever, ; (B) the occurrence or continuance of a Default or Event of Default Default; or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.04(c2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Administrative Borrower, on behalf of Company or the Borrowers, applicable Designated Borrower of a Loan Notice). No such making of an L/C Advance will shall relieve or otherwise impair the obligation of the Borrowers Company or the applicable Designated Borrower to reimburse each the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of any the L/C Issuer any amount required to be paid by such Revolving Credit Lender pursuant to the foregoing provisions of this Section 2.04(c2.03(c) by the time specified in Section 2.04(c)(ii2.03(c)(ii), then, without limiting the other provisions of this Agreement, the L/C Issuer will shall be entitled to recover from such Revolving Credit Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. If such Revolving Credit Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Revolving Credit Lender’s Revolving Credit Loan included in the relevant Revolving Credit Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) will shall be conclusive absent manifest error.

Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the applicable Issuing Bank shall promptly notify the Borrower and the Administrative Agent of a demand for payment thereunder. Not later than 4:00 p.m. on or before the date of any payment by any Issuing Bank under a Letter of Credit (or any notice thereofeach such date, an “Honor Date”), the applicable designated L/C Issuer will notify Borrower shall reimburse such Issuing Bank through the Administrative Borrower, on behalf of the Borrowers, and Administrative Agent thereof. If the L/C Issuer will make any payment in respect of a Credit, the Borrowers will reimburse the L/C Issuer an amount equal to the amount of such payment not later than 1:00 p.m. on drawing. If the related Honor Date if Borrower fails to so reimburse such Issuing Bank by such time, the Administrative Borrower will have received notice, on behalf Agent shall promptly notify each Revolving Credit Lender of the Borrowers, of such payment prior to 11:00 a.m. on the Honor Date, or, if such notice has not been received by the Administrative Borrower prior to such time on such Honor Date, then not later than 10:00 a.m. on the Business Day immediately following the day that the Administrative Borrower receives such notice. If the Borrowers fail to so reimburse the L/C Issuer, then Administrative Agent will promptly notify each Lender amount of the related Honor Dateunreimbursed drawing (the “Unreimbursed Amount”), the Unreimbursed Amount and the amount of such Revolving Credit Lender’s Applicable Revolving Credit Percentage Share of such Unreimbursed Amountthereof. In such event, so long as no Event of Default has occurred and is continuing, the Borrowers will Borrower shall be deemed to have requested a Revolving Credit Borrowing consisting of Base Rate ABR Loans to be disbursed on such the Honor Date in an amount equal to such the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.03 2.02(a) for the principal amount of Base Rate ABR Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Credit Commitments and the conditions set forth in Section 4.02 4.04 (other than the delivery of a Loan NoticeNotice of Borrowing). Any notice given by such Issuing Bank or the L/C Issuer or Administrative Agent pursuant to this Section 2.04(c)(i2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation will shall not affect the conclusiveness or binding effect of such notice. (ii) Each Revolving Credit Lender will, shall upon receipt of any notice pursuant to Section 2.04(c)(i), 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the applicable designated L/C Issuer Issuing Bank at the Administrative Agent’s Office in an amount equal to such Lender’s its Applicable Revolving Credit Percentage Share multiplied by of the Unreimbursed Amount not later than 1:00 p.m. 11:00 a.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.04(c)(iii2.03(c)(iii), each Revolving Credit Lender that so makes funds available will shall be deemed to have made a Revolving Credit Loan that is a Base Rate an ABR Loan to the Borrowers Borrower in such amount on the Honor Dateamount. The Administrative Agent will shall remit the funds so received to the L/C Issuersuch Issuing Bank. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing pursuant to Section 2.04(c)(ii), whether because each of the conditions (other than the delivery of a Loan Notice) set forth in Section 4.02 cannot be satisfied or otherwiseABR Loans, the Borrowers will Borrower shall be deemed to have incurred from the applicable designated L/C Issuer Issuing Bank an L/C Borrowing on the Honor Date in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing will shall bear interest at the rate for ABR Loans (unless an Event of Default is continuing, in which case such L/C Borrowing shall bear interest at the Default Rate and shall be due and payable on demand (together with interest) and will bear interest at the Default Rate)). In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the L/C Issuer such Issuing Bank pursuant to Section 2.04(c)(ii2.03(c)(ii) will shall be deemed payment in respect of its participation in such L/C Borrowing and will shall constitute an L/C Advance Loan from such Lender in satisfaction of its participation obligation under this Section 2.042.03. (iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance Loan pursuant to this Section 2.04(c2.03(c) to reimburse the applicable designated L/C Issuer Issuing Bank for any amount drawn under any Letter of Credit, interest in respect of the amount of such LenderXxxxxx’s Applicable Revolving Credit Percentage Share of such amount will shall be solely for the account of the L/C Issuersuch Issuing Bank. (v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances Loans to reimburse each L/C Issuer Issuing Bank for amounts drawn under all Credits issued by itLetters of Credit, as contemplated by this Section 2.04(c2.03(c), will shall be absolute and unconditional and will shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that which such Lender may have against the L/C Issuerany Issuing Bank, the Borrowers Borrower or any other Person for any reason whatsoever, ; (B) the occurrence or continuance of a Default or Event of Default Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Administrative Borrower, on behalf of the Borrowers, of a Loan Notice). No such making of an L/C Advance will relieve or otherwise impair the obligation of the Borrowers to reimburse each L/C Issuer for the amount of any payment made by the L/C Issuer under any Credit, together with interest as provided herein. (vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of any L/C Issuer Issuing Bank any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c2.03(c) by the time specified in Section 2.04(c)(ii2.03(c)(ii), then, without limiting the other provisions of this Agreement, the L/C Issuer will such Issuing Bank shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer such Issuing Bank at a rate per annum equal to the greater of the Federal Funds Effective Rate and a rate determined by the L/C Issuer such Issuing Bank in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the L/C Issuer such Issuing Bank in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute an L/C Loan in respect of the relevant L/C Borrowing. A certificate of L/C Issuer such Issuing Bank submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (viSection 2.03(c)(vi) will shall be conclusive absent manifest error.

Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of drawing under such Credit (or any notice thereof)Letter of Credit, the applicable designated L/C Issuer will Issuing Lender shall notify the Administrative Borrower, on behalf of Borrower and the Borrowers, and Administrative Agent thereof. If Not later than 11:00 a.m. on the L/C Issuer will make date of any payment by the Issuing Lender under a Letter of Credit to be reimbursed in respect of a CreditDollars (each such date, an “Honor Date”), the Borrowers will Borrower shall reimburse the L/C Issuer Issuing Lender through the Administrative Agent in an amount equal to the amount of such payment not later than 1:00 p.m. on the related Honor Date if the Administrative Borrower will have received notice, on behalf of the Borrowers, of such payment prior to 11:00 a.m. on the Honor Date, or, if such notice has not been received by the Administrative Borrower prior to such time on such Honor Date, then not later than 10:00 a.m. on the Business Day immediately following the day that the Administrative Borrower receives such noticedrawing. If the Borrowers fail Borrower fails to so reimburse the L/C IssuerIssuing Lender by such time, then the Administrative Agent will shall promptly notify each Lender of the related Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount Amount”), and the amount of such Lender’s Revolving Commitment Percentage Share of such Unreimbursed Amountthereof. In such event, the Borrowers will Borrower shall be deemed to have requested a Borrowing of Revolving Credit Borrowing consisting of Loans that are Base Rate Loans to be disbursed on such the Honor Date in an amount equal to such the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.03 2.2(b) for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Credit Commitments and the conditions set forth in Section 4.02 5.2 (other than the delivery of a Notice of Revolving Loan NoticeBorrowing). Any notice given by the L/C Issuer Issuing Lender or the Administrative Agent pursuant to this Section 2.04(c)(i2.6(a)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation will shall not affect the conclusiveness or binding effect of such notice. (ii) Each Lender will, shall upon receipt of any notice pursuant to Section 2.04(c)(i), 2.6(a)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the applicable designated L/C Issuer Issuing Lender, in Dollars, at the Administrative Agent’s Office for payments in an amount equal to such Lender’s its Revolving Commitment Percentage Share multiplied by of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative AgentAgent which date will not be earlier than the Business Day following the Honor Date, whereupon, subject to the provisions of Section 2.04(c)(iii2.1(c)(ii), each Lender that so makes funds available will shall be deemed to have made a Revolving Credit Loan that is a Base Rate Loan to the Borrowers Borrower in such amount on the Honor Dateamount. The Administrative Agent will shall remit the funds so received to the L/C IssuerIssuing Lender in Dollars. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing of Revolving Credit Borrowing pursuant to Section 2.04(c)(ii), whether Loans because each of the conditions (other than the delivery of a Loan Notice) set forth in Section 4.02 5.2 cannot be satisfied or otherwisefor any other reason, the Borrowers will Borrower shall be deemed to have incurred from the applicable designated L/C Issuer Issuing Lender an L/C LOC Borrowing on the Honor Date in the amount of the Unreimbursed Amount that is not so refinanced, which L/C LOC Borrowing will shall be due and payable on demand (together with interest) and will shall bear interest at the Default Rate. In such event, each Lender’s payment to the Administrative Agent for the account of the L/C Issuer Issuing Lender pursuant to Section 2.04(c)(ii2.6(a)(ii) will shall be deemed payment in respect of its participation in such L/C LOC Borrowing and will shall constitute an L/C LOC Advance from such Lender in satisfaction of its participation obligation under this Section 2.042.6. (iv) Until each Lender funds its Revolving Credit Loan or L/C LOC Advance pursuant to this Section 2.04(c2.6(a) to reimburse the applicable designated L/C Issuer Issuing Lender for any amount drawn under any Letter of Credit, interest in respect of the amount of such Lender’s Revolving Commitment Percentage Share of such amount will shall be solely for the account of the L/C IssuerIssuing Lender. (v) Each Lender’s obligation to make Revolving Credit Loans or L/C LOC Advances to reimburse each L/C Issuer the Issuing Lender for amounts drawn under all Credits issued by itLetters of Credit, as contemplated by this Section 2.04(c2.6(a), will shall be absolute and unconditional and will shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that which such Lender may have against the L/C IssuerIssuing Lender, the Borrowers Borrower or any other Person for any reason whatsoever, ; (B) the occurrence or continuance of a Default or Event of Default Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.04(c2.6(a) is subject to the conditions set forth in Section 4.02 5.2 (other than delivery by the Administrative Borrower, on behalf of the Borrowers, Borrower of a Notice of Revolving Loan NoticeBorrowing). No such making of an L/C LOC Advance will shall relieve or otherwise impair the obligation of the Borrowers Borrower to reimburse each L/C Issuer the Issuing Lender for the amount of any payment made by the L/C Issuer Issuing Lender under any Letter of Credit, together with interest as provided herein. (vi) If any Lender fails to make available to the Administrative Agent for the account of any L/C Issuer the Issuing Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c2.6(a) by the time specified in Section 2.04(c)(ii2.6(a)(ii), then, without limiting the other provisions of this Credit Agreement, the L/C Issuer will Issuing Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer Issuing Lender at a rate per annum equal to the greater of the Federal Funds applicable Overnight Rate and a rate determined by the L/C Issuer from time to time in accordance with banking industry rules on interbank compensationeffect, plus any administrative, processing or similar fees customarily charged by the L/C Issuer Issuing Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Loan included in the relevant Borrowing or LOC Advance in respect of the relevant LOC Borrowing, as the case may be. A certificate of L/C Issuer the Issuing Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) will shall be conclusive absent manifest error.

Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Credit (or any notice thereof)Letter of Credit, the applicable designated L/C Issuer will Issuing Bank shall notify the Administrative Borrower, on behalf of Company and the Borrowers, and Administrative Agent thereof. If Not later than 11:00 a.m. on the L/C Issuer will make date of any payment in respect by the applicable Issuing Bank under a Letter of a CreditCredit (each such date, an “Honor Date”), the Borrowers will Company shall reimburse such Issuing Bank through the L/C Issuer Administrative Agent in an amount equal to the amount of such payment not later than 1:00 p.m. on drawing; provided, however, that in the related Honor Date if case of a Letter of Credit denominated in an Alternative Currency, the Administrative Borrower will have received noticeCompany shall reimburse such Issuing Bank in Dollars, on behalf and such Issuing Bank shall notify the Company of the Borrowers, Dollar Equivalent of such payment prior to 11:00 a.m. on the Honor Date, or, if such notice has not been received by amount of the Administrative Borrower prior to such time on such Honor Date, then not later than 10:00 a.m. on the Business Day immediately drawing promptly following the day that the Administrative Borrower receives such noticedetermination thereof. If the Borrowers fail Company fails to so reimburse the L/C Issuerapplicable Issuing Bank by such time, then the Administrative Agent will shall promptly notify each Lender of the related Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative Currency) (the “Unreimbursed Amount Amount”), and the amount of such Lender’s Percentage Share of such Unreimbursed AmountCommitment Ratio thereof. In such event, the Borrowers will Company shall be deemed to have requested a Revolving Credit Borrowing consisting an Advance of Base Rate Loans Advances to be disbursed on such the Honor Date in an amount equal to such the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate LoansAdvances, but subject to the amount of the unutilized portion of the Aggregate Available Revolving Credit Loan Commitments and the conditions set forth in Section 4.02 3.3 (other than the delivery of a Loan NoticeRequest for Advance). Any notice given by an Issuing Bank or the L/C Issuer or Administrative Agent pursuant to this Section 2.04(c)(i2.13(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation will shall not affect the conclusiveness or binding effect of such notice. (ii) Each Lender will, shall upon receipt of any notice pursuant to Section 2.04(c)(i), 2.13(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the applicable designated L/C Issuer Issuing Bank at the Administrative Agent’s Office in an amount equal to such Lender’s Percentage Share multiplied by its Commitment Ratio of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.04(c)(iii2.13(c)(iii), each Lender that so makes funds available will shall be deemed to have made a Revolving Credit Loan that is a Base Rate Loan Advances to the Borrowers Company in such amount on the Honor Dateamount. The Administrative Agent will shall remit the funds so received to the L/C Issuerapplicable Issuing Bank. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing pursuant to Section 2.04(c)(ii), whether an Advance of Base Rate Advances because each of the conditions (other than the delivery of a Loan Notice) set forth in Section 4.02 3.3 cannot be satisfied or otherwisefor any other reason, the Borrowers will Company shall be deemed to have incurred from the applicable designated L/C Issuer Issuing Bank an L/C Borrowing on the Honor Date Advance in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing will Advance shall be due and payable on demand (together with interest) and will shall bear interest at the Default Rate. In such event, each Lender’s payment to the Administrative Agent for the account of the L/C Issuer applicable Issuing Bank pursuant to Section 2.04(c)(ii2.13(c)(ii) will shall be deemed payment in respect of its participation in such L/C Borrowing Advance and will shall constitute an L/C Advance Loan from such Lender in satisfaction of its participation obligation under this Section 2.042.13. (iv) Until each Lender funds its Revolving Credit Loan or L/C Advance Loan pursuant to this Section 2.04(c2.13(c) to reimburse the applicable designated L/C Issuer Issuing Bank for any amount drawn under any CreditLetter of Credit issued by it, interest in respect of the amount of such Lender’s Percentage Share Commitment Ratio of such amount will shall be solely for the account of the L/C Issuersuch Issuing Bank. (v) Each Lender’s obligation to make Revolving Credit Loans or L/C Advances Loans to reimburse each L/C Issuer an Issuing Bank for amounts drawn under all Credits issued by itLetters of Credit, as contemplated by this Section 2.04(c2.13(c), will shall be absolute and unconditional and will shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that which such Lender may have against the L/C Issuersuch Issuing Bank, the Borrowers Company or any other Person for any reason whatsoever, ; (B) the occurrence or continuance of a Default or Event of Default Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.04(c2.13(c) is subject to the conditions set forth in Section 4.02 3.3 (other than delivery by the Administrative Borrower, on behalf of the Borrowers, Company of a Loan NoticeRequest for Advance). No such making of an L/C Advance will Loan shall relieve or otherwise impair the obligation of the Borrowers Company to reimburse each L/C Issuer the applicable Issuing Bank for the amount of any payment made by the L/C Issuer such Issuing Bank under any CreditLetter of Credit issued by it, together with interest as provided herein. (vi) If any Lender fails to make available to the Administrative Agent for the account of any L/C Issuer an Issuing Bank any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c2.13(c) by the time specified in Section 2.04(c)(ii2.13(c)(ii), then, without limiting the other provisions of this Agreement, the L/C Issuer will such Issuing Bank shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer such Issuing Bank at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer such Issuing Bank in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the L/C Issuer such Issuing Bank in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Loan included in the relevant Advance or L/C Loan in respect of the relevant L/C Advance, as the case may be. A certificate of L/C Issuer the applicable Issuing Bank submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) will shall be conclusive absent manifest error.

Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Credit (or any notice thereof)Letter of Credit, the applicable designated L/C Issuer will notify the Administrative Borrower, on behalf of the Borrowers, and Administrative Agent thereof. If the L/C Issuer will make shall notify the applicable Revolving Credit Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. on the date immediately following any payment in respect by the L/C Issuer under a Letter of a CreditCredit (each such date, the Borrowers will an “Honor Date”), each Revolving Credit Borrower shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such payment not later than 1:00 p.m. drawing for a Letter of Credit issued on the related Honor Date if the Administrative Borrower will have received notice, on behalf of the Borrowers, of such payment prior to 11:00 a.m. on the Honor Date, or, if such notice has not been received by the Administrative Borrower prior to such time on such Honor Date, then not later than 10:00 a.m. on the Business Day immediately following the day that the Administrative Borrower receives such noticeits behalf. If the Borrowers fail such Revolving Credit Borrower fails to so reimburse the L/C IssuerIssuer by such time, then the Administrative Agent will shall promptly notify each Dollar Revolving Lender of the related Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount Amount”), and the amount of such Dollar Revolving Lender’s Percentage Pro Rata Dollar Share of such Unreimbursed Amountthereof. In such event, the Borrowers will such Revolving Credit Borrower shall be deemed to have requested a Dollar Revolving Credit Borrowing consisting of Base Rate Loans to be disbursed on such the Honor Date in an amount equal to such the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.03 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Dollar Revolving Credit Commitments and the conditions set forth in Section 4.02 5.02 (other than the delivery of a Committed Loan Notice). Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.04(c)(i2.03(c)(i) may must be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation will shall not affect the conclusiveness or binding effect of such notice. (ii) Each Dollar Revolving Lender will, (including the Lender acting as L/C Issuer) shall upon receipt of any notice pursuant to Section 2.04(c)(i), 2.03(c)(i) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the applicable designated L/C Issuer at the Administrative Agent’s Office in an amount equal to such Lender’s Percentage its Pro Rata Dollar Share multiplied by of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.04(c)(iii2.03(c)(iii), each Dollar Revolving Lender that so makes funds available will shall be deemed to have made a Revolving Credit Loan that is a Base Rate Loan to the Borrowers applicable Revolving Credit Borrower in such amount on the Honor Dateamount. The Administrative Agent will shall remit the funds so received to the L/C Issuer. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing pursuant to Section 2.04(c)(ii), whether of Base Rate Loans because each of the conditions (other than the delivery of a Loan Notice) set forth in Section 4.02 5.02 cannot be satisfied or otherwisefor any other reason, the Borrowers will applicable Revolving Credit Borrower shall be deemed to have incurred from the applicable designated L/C Issuer an L/C Borrowing on the Honor Date in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing will shall be due and payable on demand (together with interest) and will shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.04(c)(ii2.03(c)(ii) will shall be deemed payment in respect of its participation in such L/C Borrowing and will shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.042.03. (iv) Until each Dollar Revolving Lender funds its Dollar Revolving Credit Loan or L/C Advance pursuant to this Section 2.04(c2.03(c) to reimburse the applicable designated L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of the amount of such Lender’s Percentage Pro Rata Dollar Share of such amount will shall be solely for the account of the L/C Issuer. (v) Each Dollar Revolving Lender’s obligation to make Dollar Revolving Credit Loans or L/C Advances to reimburse each the L/C Issuer for amounts drawn under all Credits issued by itLetters of Credit, as contemplated by this Section 2.04(c2.03(c), will shall be absolute and unconditional and will shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that which such Lender may have against the L/C Issuer, the Borrowers any Borrower or any other Person for any reason whatsoever, ; (B) the occurrence or continuance of a Default or Event of Default Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Dollar Revolving Lender’s obligation to make Dollar Revolving Credit Loans pursuant to this Section 2.04(c2.03(c) is subject to the conditions set forth in Section 4.02 5.02 (other than delivery by the Administrative Borrower, on behalf of the Borrowers, any Revolving Credit Borrower of a Committed Loan Notice). No such making of an L/C Advance will shall relieve or otherwise impair the obligation of the Revolving Credit Borrowers to reimburse each the L/C Issuer for the amount of any payment made by the L/C Issuer under any CreditLetter of Credit issued to such Revolving Credit Borrower, together with interest as provided herein. (vi) If any Dollar Revolving Lender fails to make available to the Administrative Agent for the account of any the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c2.03(c) by the time specified in Section 2.04(c)(ii2.03(c)(ii), then, without limiting the other provisions of this Agreement, the L/C Issuer will shall be entitled to recover from such Dollar Revolving Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. If such Dollar Revolving Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Dollar Revolving Credit Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer submitted to any Dollar Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this clause (viSection 2.03(c)(vi) will shall be conclusive absent manifest error.

Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Credit (or any notice thereof)Letter of Credit, the applicable designated L/C Issuer will notify the Administrative Borrower, on behalf of the Borrowers, and Administrative Agent thereof. If the L/C Issuer will make shall notify Borrower and Agent thereof. Not later than 11:00 a.m. on the date of any payment in respect by the L/C Issuer under a Letter of a CreditCredit (each such date, the Borrowers will an “Honor Date”), Borrower shall reimburse the L/C Issuer through Agent in an amount equal to the amount of such payment not later than 1:00 p.m. on the related Honor Date if the Administrative Borrower will have received notice, on behalf of the Borrowers, of such payment prior to 11:00 a.m. on the Honor Date, or, if such notice has not been received by the Administrative Borrower prior to such time on such Honor Date, then not later than 10:00 a.m. on the Business Day immediately following the day that the Administrative Borrower receives such noticedrawing. If the Borrowers fail Borrower fails to so reimburse the L/C IssuerIssuer by such time, then Administrative Agent will shall promptly notify each Lender of the related Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount Amount”), and the amount of such Lender’s Applicable Percentage Share of such Unreimbursed Amountthereof. In such event, the Borrowers will Borrower shall be deemed to have requested a Revolving Credit Committed Borrowing consisting of Base Rate Loans to be disbursed on such the Honor Date in an amount equal to such the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.03 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Credit Commitments Available Amount and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by the L/C Issuer or Administrative Agent pursuant to this Section 2.04(c)(i2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation will shall not affect the conclusiveness or binding effect of such notice. (ii) Each Lender will, shall upon receipt of any notice pursuant to Section 2.04(c)(i), 2.03(c)(i) make funds available (and Administrative to Agent may apply Cash Collateral provided for this purpose) for the account of the applicable designated L/C Issuer at the Administrative Agent’s Office in an amount equal to such Lender’s its Applicable Percentage Share multiplied by of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by Administrative Agent, whereupon, subject to the provisions of Section 2.04(c)(iii2.03(c)(iii), each Lender that so makes funds available will shall be deemed to have made a Revolving Credit Loan that is a Base Rate Committed Loan to the Borrowers Borrower in such amount on the Honor Dateamount. Administrative Agent will shall remit the funds so received to the L/C Issuer. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Committed Borrowing pursuant to Section 2.04(c)(ii), whether of Base Rate Loans because each of the conditions (other than the delivery of a Loan Notice) set forth in Section 4.02 cannot be satisfied or otherwisefor any other reason, the Borrowers will Borrower shall be deemed to have incurred from the applicable designated L/C Issuer an L/C Borrowing on the Honor Date in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing will shall be due and payable on demand (together with interest) and will shall bear interest at the Default Rate. In such event, each Lender’s payment to Administrative Agent for the account of the L/C Issuer pursuant to Section 2.04(c)(ii2.03(c)(ii) will shall be deemed payment in respect of its participation in such L/C Borrowing and will shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.042.03. (iv) Until each Lender funds its Revolving Credit Committed Loan or L/C Advance pursuant to this Section 2.04(c2.03(c) to reimburse the applicable designated L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of the amount of such Lender’s Applicable Percentage Share of such amount will shall be solely for the account of the L/C Issuer. (v) Each Lender’s obligation to make Revolving Credit Committed Loans or L/C Advances to reimburse each the L/C Issuer for amounts drawn under all Credits issued by itLetters of Credit, as contemplated by this Section 2.04(c2.03(c), will shall be absolute and unconditional and will shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that which such Lender may have against the L/C Issuer, the Borrowers Borrower or any other Person for any reason whatsoever, ; (B) the occurrence or continuance of a Default or Event of Default Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Lender’s obligation to make Revolving Credit Committed Loans pursuant to this Section 2.04(c2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Administrative Borrower, on behalf of the Borrowers, Borrower of a Committed Loan Notice). No such making of an L/C Advance will shall relieve or otherwise impair the obligation of the Borrowers Borrower to reimburse each the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Lender fails to make available to Administrative Agent for the account of any the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c2.03(c) by the time specified in Section 2.04(c)(ii2.03(c)(ii), then, without limiting the other provisions of this Agreement, the L/C Issuer will shall be entitled to recover from such Lender (acting through Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the L/C LC/ Issuer in connection with the foregoing. A certificate of the L/C Issuer submitted to any Lender (through Administrative Agent) with respect to any amounts owing under this clause (vi) will shall be conclusive absent manifest error.

Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing or, with respect to any Acceptance Credit, presentation of documents under such Credit (Letter of Credit, or any notice thereof)presentation for payment of a Bankers’ Acceptance, the applicable designated L/C Issuer will notify the Administrative Borrower, on behalf of the Borrowers, and Administrative Agent thereof. If the L/C Issuer will make shall notify the Borrower and the Administrative Agent thereof. Not later than 1:00 p.m. on the date of any payment in respect by the L/C Issuer under a Letter of a CreditCredit or Bankers’ Acceptance (each such date, an “Honor Date”), the Borrowers will Borrower shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such payment not later than 1:00 p.m. on the related Honor Date if the Administrative Borrower will have received noticedrawing or Bankers’ Acceptance, on behalf of the Borrowers, of such payment prior to 11:00 a.m. on the Honor Date, or, if such notice has not been received by the Administrative Borrower prior to such time on such Honor Date, then not later than 10:00 a.m. on the Business Day immediately following the day that the Administrative Borrower receives such noticeas applicable. If the Borrowers fail Borrower fails so to so reimburse the L/C IssuerIssuer by such time, then the Administrative Agent will shall promptly notify each Revolving Lender of the related Honor Date, the amount of the unreimbursed drawing or payment (the “Unreimbursed Amount Amount”), and the amount of such Revolving Lender’s Percentage Pro Rata Revolving Share of such Unreimbursed Amountthereof. In such event, the Borrowers will Borrower shall be deemed to have requested a Revolving Credit Borrowing consisting of Base Rate Loans to be disbursed on such the Honor Date in an amount equal to such the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Credit Commitments and the conditions set forth in Section 4.02 5.02 (other than the delivery of a Revolving Loan Notice). Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.04(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation will shall not affect the conclusiveness or binding effect of such notice. (ii) Each Revolving Lender will, shall upon receipt of any notice pursuant to Section 2.04(c)(i), ) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the applicable designated L/C Issuer at the Administrative Agent’s Office in an amount equal to such Lender’s Percentage its Pro Rata Revolving Share multiplied by of the Unreimbursed Amount not later than 1:00 3:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.04(c)(iii), each Revolving Lender that so makes funds available will shall be deemed to have made a Revolving Credit Loan that is a Base Rate Revolving Loan to the Borrowers Borrower in such amount on the Honor Dateamount. The Administrative Agent will shall remit the funds so received to the L/C Issuer. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing pursuant to Section 2.04(c)(ii), whether of Base Rate Loans because each of the conditions (other than the delivery of a Loan Notice) set forth in Section 4.02 5.02 cannot be satisfied or otherwisefor any other reason, the Borrowers will Borrower shall be deemed to have incurred from the applicable designated L/C Issuer an L/C – BA Borrowing on the Honor Date in the amount of the Unreimbursed Amount that is not so refinanced, which L/C – BA Borrowing will shall be due and payable on demand (together with interest) and will shall bear interest at the Default Rate. In such event, each Revolving Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.04(c)(ii) will shall be deemed payment in respect of its participation in such L/C – BA Borrowing and will shall constitute an L/C - BA Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 2.04. (iv) Until each Revolving Lender funds its Revolving Credit Loan or L/C - BA Advance pursuant to this Section 2.04(c) to reimburse the applicable designated L/C Issuer for any amount drawn under any CreditLetter of Credit or payments made on any Bankers’ Acceptance, interest in respect of the amount of such Revolving Lender’s Percentage Pro Rata Revolving Share of such amount will shall be solely for the account of the L/C Issuer. (v) Each Revolving Lender’s obligation to make Revolving Credit Loans or L/C - BA Advances to reimburse each the L/C Issuer for amounts drawn under all Credits issued by itLetters of Credit and payments made on Bankers’ Acceptances, as contemplated by this Section 2.04(c), will shall be absolute and unconditional and will shall not be affected by any circumstance, including (A) any setoffset-off, counterclaim, recoupment, defense or other right that which such Revolving Lender may have against the L/C Issuer, the Borrowers Borrower or any other Person for any reason whatsoever, ; (B) the occurrence or continuance of a Default or Event of Default Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02 5.02 (other than delivery by the Administrative Borrower, on behalf of the Borrowers, Borrower of a Revolving Loan Notice). No such making of an L/C - BA Advance will shall relieve or otherwise impair the obligation of the Borrowers Borrower to reimburse each the L/C Issuer for the amount of any payment made by the L/C Issuer under any CreditLetter of Credit or Bankers’ Acceptance, together with interest as provided herein. (vi) If any Revolving Lender fails to make available to the Administrative Agent for the account of any the L/C Issuer any amount required to be paid by such Revolving Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(ii), then, without limiting the other provisions of this Agreement, the L/C Issuer will shall be entitled to recover from such Revolving Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. A certificate of the L/C Issuer submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) will shall be conclusive absent manifest error.

Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Credit (or any notice thereof)Letter of Credit, the applicable designated L/C Issuer will shall notify the Administrative Borrower, on behalf of Borrower and the Borrowers, and Administrative Agent thereof. If the The Borrower shall reimburse such L/C Issuer will make through the Administrative Agent in an amount equal to the amount of such drawing by no later than one Business Day following delivery to the Borrower of notice of any payment in respect of a Credit, the Borrowers will reimburse the by such L/C Issuer the amount under a Letter of Credit, provided that such payment not later than notice is delivered by 1:00 p.m. p.m., New York City time on the related Honor Date if the Administrative Borrower will have received notice, on behalf of the Borrowers, of such payment prior to 11:00 a.m. on the Honor Datedate, or, if such notice has is not been received delivered by such time, then on the Administrative Borrower prior to immediately succeeding Business Day (each such time on such date, an “Honor Date, then not later than 10:00 a.m. on the Business Day immediately following the day that the Administrative Borrower receives such notice”). If the Borrowers fail Borrower fails to so reimburse the such L/C IssuerIssuer by the time set forth in the preceding sentence, then the applicable L/C Issuer shall promptly notify the Administrative Agent will promptly notify each Lender of the related Honor Date, the Unreimbursed Amount Date and the amount of such Lender’s Percentage Share of such the unreimbursed drawing (the “Unreimbursed Amount”). In such event, the Borrowers will be deemed to have requested a The Administrative Agent shall promptly notify each Revolving Credit Borrowing consisting Lender thereof and of Base Rate Loans to be disbursed on such Honor Date in an amount equal to such Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate such Revolving Credit Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice)Lender’s Applicable Percentage thereof. Any notice given by the such L/C Issuer or the Administrative Agent pursuant to this Section 2.04(c)(i2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation will shall not affect the conclusiveness or binding effect of such notice. (ii) Each Revolving Lender will, shall upon receipt of any notice pursuant to Section 2.04(c)(i), 2.03(c)(i) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the applicable designated L/C Issuer at the Administrative Agent’s Office in an amount equal to such Lender’s its Applicable Percentage Share multiplied by of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.04(c)(iii2.03(c)(iii), each Revolving Lender that so makes funds available will shall be deemed to have made a Revolving Credit Loan that is a Base Rate Loan to the Borrowers Borrower in such amount on the Honor Dateamount. The Administrative Agent will shall remit the funds so received to the such L/C Issuer. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing pursuant to Section 2.04(c)(ii), whether of Base Rate Loans because each of the conditions (other than the delivery of a Loan Notice) set forth in Section 4.02 cannot be satisfied or otherwisefor any other reason, the Borrowers will Borrower shall be deemed to have incurred from the applicable designated L/C Issuer an L/C Borrowing on the Honor Date in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing will shall be due and payable on demand (together with interest) and will shall bear interest at (A) the rate applicable to Base Rate Loans from the Honor Date to the date reimbursement is required pursuant to Section 2.03(c)(i) and (B) thereafter, the Default Rate. In such event, each Each Lender’s payment to the Administrative Agent for the account of the any L/C Issuer pursuant to Section 2.04(c)(ii2.03(c)(ii) will shall be deemed payment in respect of its participation in such L/C Borrowing and will shall constitute an L/C Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 2.042.03. (iv) Until each Revolving Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.04(c2.03(c) to reimburse the applicable designated any L/C Issuer for any amount drawn under any CreditLetter of Credit issued by such L/C Issuer, interest in respect of the amount of such Revolving Lender’s Applicable Percentage Share of such amount will shall be solely for the account of the applicable L/C Issuer. (v) Each Revolving Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse each any L/C Issuer for amounts drawn under all Credits Letters of Credit issued by itsuch L/C Issuer, as contemplated by this Section 2.04(c2.03(c), will shall be absolute and unconditional and will shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that which such Revolving Lender may have against the any L/C Issuer, the Borrowers Borrower or any other Person for any reason whatsoever, ; (B) the occurrence or continuance of a Default or Event of Default Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.04(c2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Administrative Borrower, on behalf of the Borrowers, Borrower of a Loan Borrowing Notice). No such making of an L/C Advance will shall relieve or otherwise impair the obligation of the Borrowers Borrower to reimburse each the applicable L/C Issuer for the amount of any payment made by the such L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Lender fails to make available to the Administrative Agent for the account of any L/C Issuer any amount required to be paid by such Revolving Lender pursuant to the foregoing provisions of this Section 2.04(c2.03(c) by the time specified in Section 2.04(c)(ii2.03(c)(ii), then, without limiting the other provisions of this Agreement, the such L/C Issuer will shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the such L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensationOvernight Rate, plus any administrative, processing or similar fees customarily charged by the such L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Loan included in the relevant L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of any L/C Issuer submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this clause (viSection 2.03(c)(vi) will shall be conclusive absent manifest error.

Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Credit (or any notice thereof)Letter of Credit, the applicable designated L/C Issuer will notify the Administrative Borrower, on behalf of the Borrowers, and Administrative Agent thereof. If the L/C Issuer will make shall notify the Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. on the date of any payment in respect by the L/C Issuer under a Letter of a CreditCredit (each such date, an “Honor Date”), the Borrowers will Borrower shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing; provided, that, the Borrower has received notice of such payment by 10:00 a.m. on such Honor Date, otherwise the Borrower shall make such payment not later than 1:00 p.m. on the related Honor Date if the Administrative Borrower will have received notice, on behalf of the Borrowers, of such payment prior to 11:00 a.m. on the Honor Date, or, if such notice has not been received by the Administrative Borrower prior to such time on such Honor Date, then not later than 10:00 a.m. on the following Business Day immediately following the day that the Administrative Borrower receives such notice(together with interest thereon). If the Borrowers fail Borrower fails to so reimburse the L/C IssuerIssuer by such time, then the Administrative Agent will shall promptly notify each Revolving Credit Lender of the related Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount Amount”), and the amount of such Lender’s Applicable Percentage Share of such Unreimbursed Amountthereof. In such event, the Borrowers will Borrower shall be deemed to have requested a Revolving Credit Borrowing consisting of Base Rate Loans to be disbursed on such the Honor Date in an amount equal to such the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.03 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Credit Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice) (it being understood and agreed that no Default or Event of Default caused solely by the Borrower’s failure to reimburse the L/C Issuer for any Unreimbursed Amount in accordance with the first sentence of this Section 2.03(c)(i) shall exist to the extent such Unreimbursed Amount is refinanced by a borrowing of Revolving Credit Loans in the amount of such Unreimbursed Amount pursuant to this Section 2.03(c)(i)). Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.04(c)(i2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation will shall not affect the conclusiveness or binding effect of such notice. (ii) Each Revolving Credit Lender will, shall upon receipt of any notice pursuant to Section 2.04(c)(i), 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) to the Administrative Agent for the account of the applicable designated L/C Issuer at the Administrative Agent’s Office in an amount equal to such Lender’s its Applicable Revolving Credit Percentage Share multiplied by of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.04(c)(iii2.03(c)(iii), each Revolving Credit Lender that so makes funds available will shall be deemed to have made a Revolving Credit Loan that is a Base Rate Loan to the Borrowers Borrower in such amount on the Honor Dateamount. The Administrative Agent will shall remit the funds so received to the L/C Issuer. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing pursuant to Section 2.04(c)(ii), whether of Base Rate Loans because each of the conditions (other than the delivery of a Loan Notice) set forth in Section 4.02 cannot be satisfied or otherwisefor any other reason, the Borrowers will Borrower shall be deemed to have incurred from the applicable designated L/C Issuer an L/C Borrowing on the Honor Date in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing will shall be due and payable on demand (together with interest) and will shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.04(c)(ii2.03(c)(ii) will shall be deemed payment in respect of its participation in such L/C Borrowing and will shall constitute an L/C Advance from such Revolving Credit Lender in satisfaction of its participation obligation under this Section 2.042.03. (iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.04(c2.03(c) to reimburse the applicable designated L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of the amount of such Revolving Credit Lender’s Applicable Revolving Credit Percentage Share of such amount will shall be solely for the account of the L/C Issuer. (v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse each the L/C Issuer for amounts drawn under all Credits issued by itLetters of Credit, as contemplated by this Section 2.04(c2.03(c), will shall be absolute and unconditional and will shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that which such Revolving Credit Lender may have against the L/C Issuer, the Borrowers Borrower or any other Person for any reason whatsoever, ; (B) the occurrence or continuance of a Default or Event of Default Default; or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.04(c2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Administrative Borrower, on behalf of the Borrowers, Borrower of a Loan Notice). No such making of an L/C Advance will shall relieve or otherwise impair the obligation of the Borrowers Borrower to reimburse each the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of any the L/C Issuer any amount required to be paid by such Revolving Credit Lender pursuant to the foregoing provisions of this Section 2.04(c2.03(c) by the time specified in Section 2.04(c)(ii2.03(c)(ii), then, without limiting the other provisions of this Agreement, the L/C Issuer will shall be entitled to recover from such Revolving Credit Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. If such Revolving Credit Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Revolving Credit Lender’s Revolving Credit Loan included in the relevant Revolving Credit Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) will shall be conclusive absent manifest error.

Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Credit (or any notice thereof)Letter of Credit, the applicable designated L/C LC Issuer will shall notify the Administrative Borrower, on behalf of Lead Borrower and the Borrowers, and Administrative Agent thereof. If the L/C Issuer will make ; provided, however, that any payment failure to give or delay in respect of a Credit, giving such notice shall not relieve the Borrowers will of their obligation to reimburse the L/C LC Issuer and the amount of Revolving Lenders with respect to any such payment not payment. Not later than 1:00 p.m. on the related Honor Date if the Administrative Borrower will have received notice, on behalf of the Borrowers, of such payment prior to 11:00 a.m. on the Honor Date, or, if such notice has not been received by the Administrative Borrower prior to such time on such Honor Date, then not later than 10:00 a.m. on the Business Day immediately following the day that date of any payment by the LC Issuer under a Letter of Credit (each such date, an “Honor Date”), the Borrowers shall reimburse the LC Issuer through the Administrative Borrower receives Agent in an amount equal to the amount of such noticedrawing. If the Borrowers fail to so reimburse the L/C IssuerLC Issuer by such time, then the Administrative Agent will shall promptly notify each Revolving Lender of the related Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount Amount”), and the amount of such Revolving Lender’s Applicable Percentage Share of such Unreimbursed Amountthereof. In such event, the Borrowers will shall be deemed to have requested a Revolving Credit Committed Borrowing consisting of Base Rate Loans under the Revolving Credit Facility to be disbursed on such the Honor Date in an amount equal to such the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.03 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Credit Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by the L/C LC Issuer or the Administrative Agent pursuant to this Section 2.04(c)(i2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided provided, that the lack of such an immediate confirmation will shall not affect the conclusiveness or binding effect of such notice. (ii) Each Revolving Lender will, shall upon receipt of any notice pursuant to Section 2.04(c)(i), 2.03(c)(i) make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the applicable designated L/C LC Issuer at the Administrative Agent’s Office in an amount in Dollars equal to such Lender’s its Applicable Percentage Share multiplied of the Dollar equivalent (as determined in good faith by the applicable LC Issuer) of the Unreimbursed Amount not later than 1:00 3:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.04(c)(iii2.03(c)(iii), each Revolving Lender that so makes funds available will shall be deemed to have made a Revolving Credit Loan that is a Base Rate Loan to the Borrowers in such amount on the Honor Dateamount. The Administrative Agent will shall remit the funds so received to the L/C LC Issuer. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Committed Borrowing of Base Rate Loans under the Revolving Credit Borrowing pursuant to Section 2.04(c)(ii), whether Facility because each of the conditions (other than the delivery of a Loan Notice) set forth in Section 4.02 cannot be satisfied or otherwisefor any other reason, the Borrowers will shall be deemed to have incurred from the applicable designated L/C LC Issuer an L/C LC Borrowing on the Honor Date in the amount of the Unreimbursed Amount that is not so refinanced, which L/C LC Borrowing will shall be due and payable on demand (together with interest) and will shall bear interest at the Default RateRate (determined for Loans). In such event, each Revolving Lender’s payment to the Administrative Agent for the account of the L/C LC Issuer pursuant to Section 2.04(c)(ii2.03(c)(ii) will shall be deemed payment in respect of its participation in such L/C LC Borrowing and will shall constitute an L/C LC Advance from such Lender in satisfaction of its participation obligation under this Section 2.042.03. (iv) Until each Revolving Lender funds its Revolving Credit Loan or L/C LC Advance pursuant to this Section 2.04(c2.03(c) to reimburse the applicable designated L/C LC Issuer for any amount drawn under any Letter of Credit, interest in respect of the amount of such Revolving Lender’s Applicable Percentage Share of such amount will shall be solely for the account of the L/C LC Issuer. (v) Each Revolving Lender’s obligation to make Revolving Credit Loans or L/C LC Advances to reimburse each L/C the LC Issuer for amounts drawn under all Credits issued by itLetters of Credit, as contemplated by this Section 2.04(c2.03(c), will shall be absolute and unconditional and will shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that which such Lender may have against the L/C LC Issuer, the Borrowers any Borrower or any other Person for any reason whatsoever, ; (B) the occurrence or continuance of a Default or Event of Default Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Revolving Lender’s obligation to make Revolving Credit Committed Loans pursuant to this Section 2.04(c2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Administrative Borrower, on behalf of the Borrowers, Lead Borrower of a Committed Loan Notice). No such making of an L/C LC Advance will shall relieve or otherwise impair the obligation of the Borrowers to reimburse each L/C the LC Issuer for the amount of any payment made by the L/C LC Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Revolving Lender fails to make available to the Administrative Agent for the account of any L/C the LC Issuer any amount required to be paid by such Revolving Lender pursuant to the foregoing provisions of this Section 2.04(c2.03(c) by the time specified in Section 2.04(c)(ii2.03(c)(ii), then, without limiting the other provisions of this Agreement, the L/C LC Issuer will shall be entitled to recover from such Revolving Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C LC Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C LC Issuer in accordance with banking industry rules on interbank compensation, compensation plus any administrative, processing or similar fees customarily charged by the L/C LC Issuer in connection with the foregoing. If such Revolving Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or LC Advance in respect of the relevant LC Borrowing, as the case may be. A certificate of L/C the LC Issuer submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) will shall be conclusive absent manifest error.

Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Credit (or any notice thereof)Letter of Credit, the applicable designated L/C Issuer will notify the Administrative Borrower, on behalf of the Borrowers, and Administrative Agent thereof. If the L/C Issuer will make shall notify the Borrower and the Administrative Agent thereof. Not later than 11:00 a.m., Administrative Agent’s Time, on the date of any payment in respect by the L/C Issuer under a Letter of a CreditCredit (each such date, an “Honor Date”), the Borrowers will Borrower shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such payment not later than 1:00 p.m. on the related Honor Date if the Administrative Borrower will have received notice, on behalf of the Borrowers, of such payment prior to 11:00 a.m. on the Honor Date, or, if such notice has not been received by the Administrative Borrower prior to such time on such Honor Date, then not later than 10:00 a.m. on the Business Day immediately following the day that the Administrative Borrower receives such noticedrawing. If the Borrowers fail Borrower fails to so reimburse the L/C IssuerIssuer by such time, then the Administrative Agent will shall promptly notify each Lender of the related Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount Amount”), and the amount of such Lender’s Percentage Pro Rata Share of such Unreimbursed Amountthereof. In such event, the Borrowers will Borrower shall be deemed to have requested a Revolving Credit Borrowing consisting an advance of Base Rate Loans Principal to be disbursed on such the Honor Date in an amount equal to such the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Credit combined Commitments and the conditions set forth in Section 4.02 Exhibit “F” (other than the delivery of a Loan NoticeDraw Request). Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.04(c)(i) subsection may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation will shall not affect the conclusiveness or binding effect of such notice. (ii) Each Lender will, (including the Lender acting as L/C Issuer) shall upon receipt of any notice pursuant to Section 2.04(c)(i), the subsection above make funds available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the applicable designated L/C Issuer at the Administrative Agent’s Office in an amount equal to such Lender’s Percentage its Pro Rata Share multiplied by of the Unreimbursed Amount not later than 1:00 p.m. p.m., Administrative Agent’s Time, on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.04(c)(iii)the subsection below, each Lender that so makes funds available will shall be deemed to have made a Revolving Credit Loan that is a an advance of Base Rate Loan Principal to the Borrowers Borrower in such amount on the Honor Dateamount. The Administrative Agent will shall remit the funds so received to the L/C Issuer. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing pursuant to Section 2.04(c)(ii), whether an advance of Base Rate Principal because each of the conditions (other than the delivery of a Loan Notice) set forth in Section 4.02 Exhibit “F” cannot be satisfied or otherwisefor any other reason, the Borrowers will Borrower shall be deemed to have incurred from the applicable designated L/C Issuer an L/C Borrowing on the Honor Date in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing will shall be due and payable on demand (together with interest) and will shall bear interest at the Default Past Due Rate. In such event, each Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.04(c)(ii) will the subsection above shall be deemed payment in respect of its participation in such L/C Borrowing and will shall constitute an a participation in such L/C Advance Borrowing from such Lender in satisfaction of its participation obligation under this Section 2.04Section. (iv) Until each Lender funds its Revolving Credit Loan advance or participation in an L/C Advance Borrowing pursuant to this Section 2.04(c) to reimburse the applicable designated L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of the amount of such Lender’s Percentage Pro Rata Share of such amount will shall be solely for the account of the L/C Issuer. (v) Each Lender’s obligation to make Revolving Credit Loans a Loan advance or participation in such L/C Advances Borrowing to reimburse each the L/C Issuer for amounts drawn under all Credits issued by itLetters of Credit, as contemplated by this Section 2.04(c)Section, will shall be absolute and unconditional and will shall not be affected by any circumstance, including (A) any setoffset-off, counterclaim, recoupment, defense or other right that which such Lender may have against the L/C Issuer, the Borrowers Borrower or any other Person person for any reason whatsoever, ; (B) the occurrence or continuance of a Default or Event event of Default Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Lender’s obligation to make Revolving Credit Loans a Loan advance pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the 4 of Exhibit “F” being satisfactory to Administrative Borrower, on behalf of the Borrowers, of a Loan Notice)Agent. No such making of an L/C Advance will reimbursement shall relieve or otherwise impair the obligation of the Borrowers Borrower to reimburse each the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Lender fails to make available to the Administrative Agent for the account of any the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(iisubsection (ii), then, without limiting the other provisions of this Agreement, the L/C Issuer will shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer from time to time in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoingeffect. A certificate of the L/C Issuer submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) will shall be conclusive absent manifest error.

Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Credit (or any notice thereof)Letter of Credit, the applicable designated L/C Issuer will notify the Administrative Borrower, on behalf of the Borrowers, and Administrative Agent thereof. If the L/C Issuer will make shall notify the Letter of Credit Obligor who requested the issuance of such Letter of Credit and the Administrative Agent thereof. Not later than 11:00 a.m. on the date of any payment in respect by the L/C Issuer under a Letter of a CreditCredit (each such date, the Borrowers will an “Honor Date”), such Letter of Credit Obligor shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such payment not later than 1:00 p.m. on the related Honor Date if the Administrative Borrower will have received notice, on behalf of the Borrowers, of such payment prior to 11:00 a.m. on the Honor Date, or, if such notice has not been received by the Administrative Borrower prior to such time on such Honor Date, then not later than 10:00 a.m. on the Business Day immediately following the day that the Administrative Borrower receives such noticedrawing. If the Borrowers fail such Letter of Credit Obligor fails to so reimburse the L/C IssuerIssuer by such time, then the Administrative Agent will shall promptly notify each Lender of the related Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount Amount”), and the amount of such Lender’s Applicable Percentage Share of such Unreimbursed Amountthereof. In such event, the Borrowers will Borrower shall be deemed to have requested a Revolving Credit Borrowing consisting of Base Rate Loans to be disbursed on such the Honor Date in an amount equal to such the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.03 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Credit Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Revolving Loan Notice). Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.04(c)(i2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation will shall not affect the conclusiveness or binding effect of such notice. (ii) Each Lender will, shall upon receipt of any notice pursuant to Section 2.04(c)(i), 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the applicable designated L/C Issuer at the Administrative Agent’s Office in an amount equal to such Lender’s its Applicable Percentage Share multiplied by of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.04(c)(iii2.03(c)(iii), each Lender that so makes funds available will shall be deemed to have made a Revolving Credit Loan that is a Base Rate Loan to the Borrowers Borrower in such amount on the Honor Dateamount. The Administrative Agent will shall remit the funds so received to the L/C Issuer. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing pursuant to Section 2.04(c)(ii), whether of Base Rate Loans because each of the conditions (other than the delivery of a Loan Notice) set forth in Section 4.02 cannot be satisfied or otherwisefor any other reason, the Borrowers will Letter of Credit Obligor for whose account such Letter of Credit was issued shall be deemed to have incurred from the applicable designated L/C Issuer an L/C Borrowing on the Honor Date in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing will shall be due and payable on demand (together with interest) and will shall bear interest at the Default Rate. In such event, each Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.04(c)(ii2.03(c)(ii) will shall be deemed payment in respect of its participation in such L/C Borrowing and will shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.042.03. (iv) Until each Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.04(c2.03(c) to reimburse the applicable designated L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of the amount of such Lender’s Applicable Percentage Share of such amount will shall be solely for the account of the L/C Issuer. (v) Each Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse each the L/C Issuer for amounts drawn under all Credits issued by itLetters of Credit, as contemplated by this Section 2.04(c2.03(c), will shall be absolute and unconditional and will shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that which such Lender may have against the L/C Issuer, the Borrowers any Letter of Credit Obligor or any other Person for any reason whatsoever, ; (B) the occurrence or continuance of a Default or Event of Default Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.04(c2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Administrative Borrower, on behalf of the Borrowers, Borrower of a Revolving Loan Notice). No such making of an L/C Advance will shall relieve or otherwise impair the obligation of the Borrowers any Letter of Credit Obligor to reimburse each the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Lender fails to make available to the Administrative Agent for the account of any the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c2.03(c) by the time specified in Section 2.04(c)(ii2.03(c)(ii), then, without limiting the other provisions of this Agreement, the L/C Issuer will shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Loan included in the relevant Revolving Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) will shall be conclusive absent manifest error.