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 Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the applicable Borrower and the Administrative Agent thereof. Not later than 11:00 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 applicable Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing. If the applicable Borrower fails to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the Dollar Amount thereof in the case of an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Pro Rata Share thereof. In such event, the applicable Borrower shall be deemed to have requested a Tranche A Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans but subject to the amount of the unutilized portion of the Tranche A 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 an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each Appropriate Lender (including any Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the relevant L/C Issuer, in Dollars, at the Administrative Agent’s Office for payments in an amount equal to its Pro Rata Share 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 2.03(c)(iii), each Appropriate Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the applicable Borrower in such amount. The Administrative Agent 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 Tranche A Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the applicable Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and 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 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03. (iv) Until each Appropriate Lender funds its Tranche A Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of such amount shall be solely for the account of the relevant L/C Issuer. (v) Each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuer, the applicable Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the applicable Borrower of a Committed Loan Notice ). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Tranche A Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), such L/C Issuer 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 such L/C Issuer at a rate per annum equal to the applicable Overnight Rate from time to time in effect. A certificate of the relevant L/C Issuer submitted to any Tranche A Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) 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 relevant L/C Issuer shall notify promptly the applicable Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. 1:00 p.m. on the second Business Day immediately following any payment by an L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), the applicable Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing. In order to reimburse any such drawing, the Borrower shall have the option to request in accordance with Section 2.02 a Revolving Credit Borrowing of Base Rate Loans (“Refunding Loans”), without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders and the conditions set forth in Section 4.02. If the applicable Borrower fails to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the Dollar Amount thereof in the case of an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Pro Rata Share thereof. In such event, the applicable Borrower shall be deemed to have requested a Tranche A Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans but subject to the amount of the unutilized portion of the Tranche A 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 an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each Appropriate Lender (including any Lender acting as an L/C Issuer) shall shall, upon any notice pursuant to Section 2.03(c)(i) make a Refunding Loan to the Borrower, make such funds available to the Administrative Agent for the account of the relevant L/C Issuer, in Dollars, at the Administrative Agent’s Office for payments in an amount equal to its Pro Rata Share 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 2.03(c)(iii), each Appropriate Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the applicable Borrower in such amountBorrower. The Administrative Agent 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 Tranche A Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reasonAmount, the applicable Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, upon demand by the relevant L/C Issuer (through the Administrative Agent), each Appropriate LenderLender shall make funds available to the Administrative Agent for the account of the relevant L/C Issuer, in Dollars, at the Administrative Agent’s Office for payments in an amount equal to its Pro Rata Share of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day following the date of such demand, and such payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03. (iv) Until each an Appropriate Lender funds its Tranche A Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of such amount shall be solely for the account of the relevant L/C Issuer. (v) Each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Refunding Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuer, the applicable Borrower or any other Person for any reason whatsoever; (B) except for the obligation to make Refunding Loans, the occurrence or continuance of a DefaultDefault or the failure to satisfy any of the other conditions specified in Section 4.02, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the applicable Borrower of a Committed Loan Notice ). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Tranche A Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii2.03(c)(iii), such L/C Issuer 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 such L/C Issuer at a rate per annum equal to the applicable Overnight Federal Funds Rate from time to time in effect. A certificate of the relevant L/C Issuer submitted to any Tranche A Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) 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 relevant L/C Issuer shall notify promptly the applicable Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. 2:00 p.m. on the Business Day immediately following any payment by an L/C Issuer under a Letter of Credit with notice to the Borrower (each such date, an “Honor Date”), the applicable Borrower shall reimburse such L/C Issuer through the Administrative Agent (or directly to such L/C Issuer with a written notice to the Administrative Agent) in an amount equal to the amount of such drawingdrawing in (x) with respect to any Letter of Credit issued in Dollars, in Dollars or (y) with respect to any Letter of Credit issued in an Alternative Currency, in such Alternative Currency (or if requested by the applicable L/C Issuer, the Dollar Equivalent thereof in Dollars). If the applicable Borrower fails to so reimburse such L/C Issuer by such time, the L/C Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify each Appropriate Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the Dollar Amount thereof in the case of an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such Appropriate Revolving Credit Lender’s Pro Rata Share thereof. In such event, the applicable Borrower shall be deemed to have requested a Tranche A Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans but subject to the amount of the unutilized portion of the Tranche A Revolving Credit Commitments of the Appropriate 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 an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided provided, that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each Appropriate Revolving Credit Lender (including any Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to in Dollars (which in the case of any Letters of Credit denominated in an Alternative Currency shall be based on the Dollar Equivalent of the Unreimbursed Amount thereof) (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer, in Dollars, Issuer at the Administrative Agent’s Office for payments in an amount equal to its Pro Rata Share of the Unreimbursed Amount not later than 1:00 4:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Appropriate Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the applicable Borrower in such amount. The Administrative Agent 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 Tranche A Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the applicable Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Appropriate Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03. (iv) Until each Appropriate a Revolving Credit Lender funds its Tranche A Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of such amount shall be solely for the account of the relevant L/C Issuer. (v) Each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuer, the applicable Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, (C) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (D) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit; or (CE) any other occurrence, event or condition, whether or not similar to any of the foregoing, including without limitation, any of the events specified in Section 2.03(e); provided provided, that each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the applicable Borrower of a Committed Loan Notice Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Tranche A Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this agreement, such L/C Issuer 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 such L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the applicable Overnight Rate from time to time L/C Issuer in effectaccordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by 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 Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant L/C Issuer submitted to any Tranche A Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) 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 relevant applicable L/C Issuer shall notify promptly the applicable Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. on the Within one (1) Business Day immediately following after the L/C Issuer notifies the Borrower of any payment by an such L/C Issuer under a Letter of Credit (each such payment date, an “Honor Date”), the applicable Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing. If the applicable Borrower fails to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the Dollar Amount thereof in the case of an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Pro Rata Share thereof. In such event, the applicable Borrower shall be deemed to have requested a Tranche A Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans Loans, but subject to the amount of the unutilized portion of the Tranche A 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 an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided provided, that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each Appropriate Lender (including any each Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant applicable L/C Issuer, in Dollars, Issuer at the Administrative Agent’s Office for payments in an amount equal to its Pro Rata Share 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 2.03(c)(iii), each Appropriate Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the applicable Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant applicable L/C Issuer. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Tranche A Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the applicable Borrower shall be deemed to have incurred from the relevant applicable L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and 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 applicable L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03. (iv) Until each Appropriate Lender funds its Tranche A Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant applicable L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of such amount shall be solely for the account of the relevant such L/C Issuer. (v) Each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans or L/C Advances to reimburse an the applicable L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant such L/C Issuer, the applicable Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the applicable Borrower of a Committed Loan Notice ). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower to reimburse the relevant applicable L/C Issuer for the amount of any payment made by such the applicable L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Tranche A Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant applicable L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer 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 such L/C Issuer at a rate per annum equal to the applicable Overnight greater of the Federal Funds Rate from time to time in effecteffect and a rate reasonably determined by such L/C Issuer in accordance with banking industry rules on interbank compensation, plus any reasonable administrative, processing or similar fees customarily charged by 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 Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant applicable L/C Issuer submitted to any Tranche A Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) 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 relevant L/C Issuer shall notify promptly the applicable Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. on the Business Day immediately following date of any payment by an the L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), the applicable Borrower shall reimburse such the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing; provided, however, that in the case of a Letter of Credit denominated in an Alternative Currency, the Borrower shall reimburse the L/C Issuer in Dollars, and the L/C Issuer shall notify the Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. If the applicable Borrower fails to so reimburse such the L/C Issuer by such time, the Administrative Agent shall promptly notify each Appropriate Revolving Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the amount of the Dollar Amount Equivalent thereof in the case of a Letter of Credit denominated in an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Pro Rata Share Applicable Percentage thereof. In such event, the applicable Borrower shall be deemed to have requested a Tranche A Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans Loans, but subject to the amount of the unutilized portion of the Tranche A Revolving Credit Aggregate Commitments of the Appropriate Lenders and the conditions set forth in Section 4.02 (other than the delivery of a Committed Revolving Loan Notice). Any notice given by an the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each Appropriate Revolving Lender (including any Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer, in Dollars, at the Administrative Agent’s Office for Dollar-denominated payments in an amount equal to its Pro Rata Share Applicable Percentage 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 2.03(c)(iii), each Appropriate Lender that so makes funds available shall be deemed to have made a Base Rate Revolving Loan to the applicable Borrower in such amount. The Administrative Agent 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 Tranche A Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the applicable Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Appropriate Revolving Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03. (iv) Until each Appropriate Revolving Lender funds its Tranche A Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Revolving Lender’s Pro Rata Share Applicable Percentage of such amount shall be solely for the account of the relevant L/C Issuer. (v) Each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans or L/C Advances to reimburse an the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Revolving Lender may have against the relevant L/C Issuer, the applicable Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the applicable Borrower of a Committed Revolving Loan Notice Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such the L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Tranche A Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), such then, without limiting the other provisions of this Agreement, the L/C Issuer 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 such the L/C Issuer at a rate per annum equal to the applicable Overnight Rate from time to time in effect, 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 relevant L/C Issuer submitted to any Tranche A Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(viclause (vi) 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 relevant L/C Issuer shall notify promptly the applicable Borrower and the Administrative Agent thereof. Not later than 11:00 10:00 a.m. on the Business Day immediately following date of any payment by an the L/C Issuer under a Letter of Credit (or 10:00 a.m. on the following Business Day in the event the L/C Issuer fails to notify the Borrower of any such payment by 9:00 a.m. on the date of any such payment) (each such date, an “Honor Date”), the applicable Borrower shall reimburse such the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing. If the applicable Borrower fails to so reimburse such the L/C Issuer by such time, the Administrative Agent shall promptly notify each Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the Dollar Amount thereof in the case of an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Pro Rata Share Applicable Percentage thereof. In such event, the applicable Borrower shall be deemed to have requested a Tranche A Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans Loans, but subject to the amount of the unutilized portion of the Tranche A Revolving Credit Aggregate Commitments of the Appropriate Lenders and the conditions set forth in Section 4.02 (other than the delivery of a Committed Revolving Loan Notice). Any notice given by an the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each Appropriate Lender (including any Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer, in Dollars, Issuer at the Administrative Agent’s Office for payments in an amount equal to its Pro Rata Share Applicable Percentage of the Unreimbursed Amount not later than 1:00 p.m. 12:00 noon on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Appropriate Lender that so makes funds available shall be deemed to have made a Base Rate Revolving Loan to the applicable Borrower in such amount. The Administrative Agent 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 Tranche A Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the applicable Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and 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 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03. (iv) Until each Appropriate Lender funds its Tranche A Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share Applicable Percentage of such amount shall be solely for the account of the relevant L/C Issuer. (v) Each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans or L/C Advances to reimburse an the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuer, the applicable Borrower Borrower, any Subsidiary or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the applicable Borrower of a Committed Revolving Loan Notice Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such the L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Tranche A Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), such then without limiting the other provisions of this Agreement, the L/C Issuer 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 such the L/C Issuer at a rate per annum equal to the applicable Overnight greater of the Federal Funds Rate from time to time and a rate determined by the L/C Issuer in effectaccordance 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 relevant L/C Issuer submitted to any Tranche A Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(viclause (vi) shall be conclusive absent manifest error.

Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from Subject to the beneficiary of provisions below, not later than 2:30 p.m. on the date (the “Honor Date”) that any Letter of Credit of Issuing Bank makes any notice of payment on a drawing under such on any Letter of Credit, if the relevant L/C Issuer Borrower shall notify promptly the applicable Borrower and the Administrative Agent thereof. Not later than 11:00 have received notice of such payment prior to 11:30 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”)or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 2:30 p.m. on the next Business Day, the applicable Borrower shall reimburse such L/C Issuer Issuing Bank through the Administrative Agent in an amount equal to the amount of such drawingdrawing together with interest thereon. If the applicable Borrower fails to so reimburse such L/C Issuer Issuing Bank by such time, unless the Administrative Borrower shall have advised the Agent that it does not meet the conditions specified in either clause (B) or (C) below, the Agent shall promptly notify each Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the Dollar Amount thereof in the case of an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Pro Rata Ratable Share thereof. In such event, the applicable Borrower shall be deemed to have requested a Tranche A Revolving Credit Borrowing of Base Rate Loans Advance to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for 2.01(a) or the principal amount delivery of Base Rate Loans a Notice of Borrowing but subject to (A) the amount of the unutilized portion aggregate Unused Commitments, (B) no Event of Default having occurred and be continuing, or resulting therefrom, and (C) the conditions specified in Sections 3.02(c) and (d) being satisfied on and as of the Tranche A Revolving Credit Commitments date of the Appropriate Lenders applicable Base Rate Advance and, to the extent so financed, the Borrower’s obligation to satisfy the reimbursement obligation created by such payment by the Issuing Bank on the Honor Date shall be discharged and replaced by the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice)resulting Base Rate Advance. Any notice given by an L/C Issuer any Issuing Bank or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each Appropriate Lender (including any Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the relevant L/C Issuer, in Dollars, applicable Issuing Bank at the Administrative Agent’s Office for payments in an amount equal to its Pro Rata Ratable Share of the Unreimbursed Amount not later than 1:00 4:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Appropriate Lender that so makes funds available shall be deemed to have made a Base Rate Loan Advance to the applicable Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuerapplicable Issuing Bank. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Tranche A Revolving Credit Borrowing of Base Rate Loans Advance because any of the conditions set forth in clauses (A), (B) or (C) of Section 4.02 2.03(c)(i) cannot be satisfied or for any other reason, then not later than 2:30 p.m. on the applicable next Business Day after the day notice of the drawing is given to the Borrower, in the case of a failure to meet any such condition, or in any other case, after notice of the event resulting in the outstanding Unreimbursed Amount, the Borrower shall reimburse such Issuing Bank through the Agent in an amount equal to the amount of such outstanding Unreimbursed Amount with interest thereon. If the Borrower fails to so reimburse such Issuing Bank by such time, the Borrower shall be deemed to have incurred from the relevant L/C Issuer applicable Issuing Bank an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default RateBase Rate in effect from time to time plus the Applicable Rate for Base Rate Advances in effect from time to time plus 2% per annum. In such event, each Appropriate Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer applicable Issuing Bank pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03. (iv) Until each Appropriate Lender funds its Tranche A Revolving Credit Loan Base Rate Advance or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer applicable Issuing Bank for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Ratable Share of such amount shall be solely for the account of the relevant L/C Issuerapplicable Issuing Bank. (v) Each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans Base Rate Advances or L/C Advances to reimburse an L/C Issuer the applicable Issuing Bank for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuersuch Issuing Bank, the applicable Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans Base Rate Advances pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the applicable Borrower of a Committed Loan Notice 2.03(c)(i). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower to reimburse the relevant L/C Issuer applicable Issuing Bank for the amount of any payment made by such L/C Issuer Issuing Bank under any Letter of Credit, together with interest as provided herein. (vi) If any Tranche A Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer applicable Issuing Bank any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), such L/C Issuer 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 such L/C Issuer Issuing Bank at a rate per annum equal to the applicable Overnight greater of the Federal Funds Rate from time to time and a rate determined by such Issuing Bank in effectaccordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by such Issuing Bank in connection with the foregoing. A certificate If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Base Rate Advance included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Issuer Borrowing, as the case may be. A certificate of the applicable Issuing Bank submitted to any Tranche A Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(viclause (vi) 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 relevant L/C Issuer shall notify promptly the applicable Borrower and the Administrative Agent thereof. Not later than 11:00 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 applicable Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing, together with interest on the amount so paid or disbursed by such L/C Issuer, to the extent not reimbursed on the date of such payment of disbursement. If the applicable Borrower fails to so does not reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the Dollar Amount thereof in the case of an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Pro Rata Share thereof. In such event, the applicable Borrower shall be deemed to have requested a Tranche A Revolving Credit Working Capital RC Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans but subject to the amount of the unutilized portion of the Tranche A Revolving Credit Working Capital RC 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 an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each Appropriate Lender (including any Appropriate Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the relevant L/C Issuer, in Dollars, at the Administrative Agent’s Office for payments in an amount equal to its Pro Rata Share 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 2.03(c)(iii), each Appropriate Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the applicable Borrower in such amount. The Administrative Agent 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 Tranche A Revolving Credit Working Capital RC Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the applicable Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and 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 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03. (iv) Until each Appropriate Lender funds its Tranche A Revolving Credit Working Capital RC Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of such amount shall be solely for the account of the relevant L/C Issuer. (v) Each Tranche A Revolving Credit Working Capital RC Lender’s obligation to make Tranche A Revolving Credit Working Capital RC Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuer, the applicable Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Tranche A Revolving Credit Working Capital RC Lender’s obligation to make Tranche A Revolving Credit Working Capital RC Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the applicable Borrower of a Committed Loan Notice Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Tranche A Revolving Credit Working Capital RC Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), such L/C Issuer 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 such L/C Issuer at a rate per annum equal to the applicable Overnight Federal Funds Rate from time to time in effect. A certificate of the relevant L/C Issuer submitted to any Tranche A Revolving Credit Working Capital RC Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) 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 relevant L/C Issuer shall notify promptly the applicable Lead Borrower and the Administrative Agent thereof; provided, however, that any failure to give or delay in giving such notice shall not relieve the Borrowers of their obligation to reimburse the L/C Issuer and the Lenders with respect to any such payment. Not later than 11:00 a.m. on the Business Day immediately following date of any payment by an the L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), the applicable Borrower Borrowers shall reimburse such the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing. If the applicable Borrower fails Borrowers fail to so reimburse such the L/C Issuer by such time, the Administrative Agent shall promptly notify each Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the Dollar Amount thereof in the case of an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Pro Rata Share Applicable Percentage thereof. In such event, the applicable Borrower Borrowers shall be deemed to have requested a Tranche A Revolving Credit Committed Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans Loans, but subject to the amount of the unutilized portion of the Tranche A Revolving Credit Aggregate 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 an the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each Appropriate Lender (including any Lender acting as an L/C Issuer) shall shall, upon any notice pursuant to Section 2.03(c)(i) ), make funds available to the Administrative Agent for the account of the relevant L/C Issuer, in Dollars, Issuer at the Administrative Agent’s Office for payments in an amount equal to its Pro Rata Share Applicable Percentage 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 2.03(c)(iii), each Appropriate Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the applicable Borrower Borrowers in such amount. The Administrative Agent 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 Tranche A Revolving Credit Committed Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the applicable Borrower Borrowers shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and 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 2.03(c)(ii2.03(c)(i) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03. (iv) Until each Appropriate Lender funds its Tranche A Revolving Credit Committed Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share Applicable Percentage of such amount shall be solely for the account of the relevant L/C Issuer. (v) Each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Committed Loans or L/C Advances to reimburse an the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuer, the applicable any Borrower or any other Person for any reason whatsoever; , (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Committed Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the applicable Lead Borrower of a Committed Loan Notice Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower Borrowers to reimburse the relevant L/C Issuer for the amount of any payment made by such the L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Tranche A Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii2.03(c)(i), such the L/C Issuer 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 such the L/C Issuer at a rate per annum equal to the applicable Overnight greater of the Federal Funds Rate from time to time and a rate determined by the L/C Issuer in effectaccordance 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 relevant L/C Issuer submitted to any Tranche A Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(viclause (vi) 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 relevant L/C Issuer shall notify promptly the applicable Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. on the Business Day immediately following date of any payment by an the L/C Issuer under a Letter of Credit (each such date, an “"Honor Date”") (or, if the time of such payment by the L/C Issuer is after 11:00 a.m., promptly after the time of such payment and, in any event, no later than 3:00 p.m. on the Honor Date), the applicable Borrower shall reimburse such the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing. If the applicable Borrower fails to so reimburse such the L/C Issuer by such time, the Administrative Agent shall promptly notify each Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the Dollar Amount thereof in the case of an Alternative Currency) (the “"Unreimbursed Amount”), ") and the amount of such Appropriate Lender’s 's Pro Rata Share thereof. In such event, the applicable Borrower shall be deemed to have requested a Tranche A Revolving Credit Borrowing of Base Rate Revolving Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans Loans, but subject to the amount of the unutilized portion of the Tranche A Aggregate Revolving Credit Commitments of the Appropriate Lenders and the conditions set forth in Section 4.02 5.02 (other than the delivery of a Committed Loan Notice). Any notice given by an the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each Appropriate Lender (including any the Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the relevant L/C Issuer, in Dollars, Issuer at the Administrative Agent’s 's Office for payments in an amount equal to its Pro Rata Share 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 2.03(c)(iii), each Appropriate Lender that so makes funds available shall be deemed to have made a Base Rate Revolving Loan to the applicable Borrower in such amount. The Administrative Agent 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 Tranche A Revolving Credit Borrowing of Base Rate Revolving Loans because the conditions set forth in Section 4.02 5.02 cannot be satisfied or for any other reason, the applicable Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Appropriate Lender’s 's payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03. (iv) Until each Appropriate Lender funds its Tranche A Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s 's Pro Rata Share of such amount shall be solely for the account of the relevant L/C Issuer. (v) Each Tranche A Revolving Credit Lender’s 's obligation to make Tranche A Revolving Credit Loans or L/C Advances to reimburse an the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoffset-off, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuer, the applicable Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Tranche A Revolving Credit Lender’s 's obligation to make Tranche A Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 5.02 (other than delivery by the applicable Borrower of a Committed Loan Notice Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such the L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Tranche A Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), such the L/C Issuer 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 such the L/C Issuer at a rate per annum equal to the applicable Overnight Federal Funds Rate from time to time in effect. A certificate of the relevant L/C Issuer submitted to any Tranche A Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(viclause (vi) 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 relevant L/C Issuer shall notify promptly the applicable Borrower and the Administrative Agent thereof; provided, however, that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the L/C Issuer and the Lenders with respect to any such payment. Not later than 11:00 a.m. on the Business Day immediately following date of any payment by an the L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), the applicable Borrower shall reimburse such the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing. If the applicable Borrower fails to so reimburse such the L/C Issuer by such time, the Administrative Agent shall promptly notify each Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the Dollar Amount thereof in the case of an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Pro Rata Share Applicable Percentage thereof. In such event, the applicable Borrower shall be deemed to have requested a Tranche A Revolving Credit Committed Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans Loans, but subject to the amount of the unutilized portion of the Tranche A Revolving Credit Aggregate 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 an the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each Appropriate Lender (including any Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the relevant L/C Issuer, in Dollars, Issuer at the Administrative Agent’s Office for payments in an amount equal to its Pro Rata Share Applicable Percentage 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 2.03(c)(iii), each Appropriate Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the applicable Borrower in such amount. The Administrative Agent 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 Tranche A Revolving Credit Committed Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the applicable Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and 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 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03. (iv) Until each Appropriate Lender funds its Tranche A Revolving Credit Committed Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share Applicable Percentage of such amount shall be solely for the account of the relevant L/C Issuer. (v) Each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Committed Loans or L/C Advances to reimburse an the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuer, the applicable Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Committed Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the applicable Borrower of a Committed Loan Notice Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such the L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Tranche A Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), such the L/C Issuer 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 such the L/C Issuer at a rate per annum equal to the applicable Overnight greater of the Federal Funds Rate from time to time and a rate determined by the L/C Issuer in effectaccordance 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 relevant L/C Issuer submitted to any Tranche A Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(viclause (vi) 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 relevant L/C Issuer Issuing Bank shall notify promptly the applicable Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. on On the Business Day immediately following on which the Borrower shall have received notice of any payment by an L/C Issuer Issuing Bank under a Letter of Credit (or, if the Borrower shall have received such notice later than 12:00 noon (New York City time) on any Business Day, on the immediately following Business Day) (each such date, an “Honor Date”), the applicable Borrower shall reimburse such L/C Issuer Issuing Bank through the Administrative Agent in an amount equal to the amount of such drawing. If the applicable Borrower fails to so reimburse such L/C Issuer Issuing Bank by such time, the Administrative Agent shall promptly notify each Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the Dollar Amount thereof in the case of an Alternative Currency) (the “Unreimbursed Amount”), ) and the amount of such Appropriate Lender’s Pro Rata Share thereof. In such event, the applicable Borrower shall be deemed to have requested a Tranche A Revolving Credit Borrowing of Base Rate ABR Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate ABR Loans but subject to the amount of the unutilized portion of the Tranche A Revolving Credit Commitments of the Appropriate Lenders Lenders, and subject to the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by an L/C Issuer Issuing Bank or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each Appropriate Revolving Lender (including any such Lender acting as an L/C IssuerIssuing Bank) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the relevant L/C Issuer, in Dollars, Issuing Bank at the Administrative Agent’s Applicable Lending Office for payments in an amount equal to its Pro Rata Share of the any Unreimbursed Amount in respect of a Letter of Credit not later than 1:00 p.m. (New York City time) on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), whereupon each Appropriate Revolving Lender that so makes funds available shall be deemed to have made a Base Rate an ABR Loan to the applicable Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C IssuerIssuing Bank. (iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Tranche A Revolving Credit Borrowing of Base Rate ABR Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reasonreason (including due to failure of a Defaulting Lender to fund its Pro Rata Share of such Unreimbursed Amount to the extent not reimbursed, Cash Collateralized or otherwise funded in accordance with Section 2.14), the applicable Borrower shall be deemed to have incurred from the relevant L/C Issuer Issuing Bank an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Appropriate Revolving Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer Issuing Bank pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03. (iv) Until each Appropriate Revolving Lender funds its Tranche A Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer Issuing Bank for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of such amount shall be solely for the account of the relevant L/C IssuerIssuing Bank. (v) Each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer Issuing Bank for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A1) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C IssuerIssuing Bank, the applicable Borrower or any other Person for any reason whatsoever; (B2) the occurrence or continuance of a Default, ; or (C3) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the applicable Borrower of a Committed Loan Notice Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower to reimburse the relevant L/C Issuer Issuing Bank for the amount of any payment made by such L/C Issuer Issuing Bank under any Letter of Credit, together with interest as provided herein. (vi) If any Tranche A Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer Issuing Bank any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), such L/C Issuer 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 such L/C Issuer Issuing Bank at a rate per annum equal to the applicable Overnight Rate from time to time in effectFederal Funds Effective Rate. A certificate of the relevant L/C Issuer Issuing Bank submitted to any Tranche A Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent manifest error. (vii) If, at any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s L/C Advance in respect of such payment in accordance with this Section 2.03(c), the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to each Revolving Lender its Pro Rata Share thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent; provided that no such payments shall be distributed in respect of the Pro Rata Share of any Defaulting Lender that did not fund its participation obligations in respect of such Letter of Credit. (viii) If any payment received by the Administrative Agent for the account of an Issuing Bank pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 9.09 (including pursuant to any settlement entered into by such Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of such Issuing Bank its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Effective Rate.

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 relevant L/C Issuer shall notify promptly the applicable Borrower and the Administrative Agent thereofthereof and the applicable date of payment by such L/C Issuer thereunder. Not later than 11:00 a.m. on the first Business Day immediately following any such applicable date of payment by an L/C Issuer under a Letter of Credit (each such date, an a “Honor Required Reimbursement Date”), the applicable Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing. If the applicable Borrower fails to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Appropriate Lender of the Honor Required Reimbursement Date, the amount of the unreimbursed drawing (expressed in Dollars in the Dollar Amount thereof in the case of an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Pro Rata Share thereof. In such event, the applicable Borrower shall be deemed to have requested a Tranche A Revolving Credit Borrowing of Base Rate Loans Loans, to be disbursed on the Honor Required Reimbursement Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans Loans, but subject to the amount of the unutilized portion of the Tranche A Revolving Credit Commitments of the Appropriate Lenders and Revolving Credit Lenders and subject to the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each Appropriate Revolving Credit Lender (including any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the relevant L/C Issuer, in Dollars, Issuer at the Administrative Agent’s Office for payments in an amount equal to its Pro Rata Share of the any Unreimbursed Amount in respect of a Letter of Credit 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 2.03(c)(iii), each Appropriate Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the applicable Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer. (iii) With respect to any Unreimbursed Amount drawing in respect of a Letter of Credit that is not fully reimbursed by the Borrower pursuant to Section 2.03(c)(ii) or refinanced by a Tranche A Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the applicable Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount such drawing that is not so reimbursed or refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and and, if not reimbursed on the date of such drawing, shall bear interest at (x) for the first Business Day after such drawing, the rate applicable to Base Rate Revolving Credit Loans and (y) thereafter, the Default Rate. In such event, each Appropriate Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03. (iv) Until each Appropriate Revolving Credit Lender funds its Tranche A Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of such amount shall be solely for the account of the relevant L/C Issuer. (v) Each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuer, the applicable Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, ; or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the applicable Borrower of a Committed Loan Notice Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Tranche A Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), such L/C Issuer 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 such L/C Issuer at a rate per annum equal to the applicable Overnight Federal Funds Rate from time to time in effect. A certificate of the relevant L/C Issuer submitted to any Tranche A Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive presumed correct absent manifest error. (vii) If, at any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender such Lender’s L/C Advance in respect of such payment in accordance with this Section 2.03(c), the Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Pro Rata Share thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent. (viii) If any payment received by the Administrative Agent for the account of an L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each Revolving Credit Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect.

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 relevant L/C Issuer shall notify promptly the applicable relevant Borrower and the Administrative Agent thereof. Without limiting or waiving any rights that the Borrowers may have pursuant to the second proviso of Section 2.03(f), the relevant Borrower shall reimburse the L/C Issuer, in Dollars, in the amount of such drawing, plus any interim interest incurred in accordance with this Section 2.03(c). In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the L/C Issuer shall notify the Company of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Not later than 11:00 a.m. on the Business Day immediately following date of any payment by an the L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), the applicable relevant Borrower shall reimburse such the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawingdrawing in Dollars. If the applicable relevant Borrower fails to so reimburse such the L/C Issuer by such time, the Administrative Agent shall promptly notify each Appropriate Global Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the amount of the Dollar Amount Equivalent thereof in the case of a Letter of Credit denominated in an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such Appropriate Global Revolving Credit Lender’s Pro Rata Share Applicable Percentage thereof. In such event, the applicable relevant Borrower shall be deemed to have requested a Tranche A Global Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans Loans, but subject to the amount of the unutilized portion of the Tranche A Global 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 an the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each Appropriate Global Revolving Credit Lender (including any Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer, in Dollars, at the Administrative Agent’s Office for Dollar-denominated payments in an amount equal to its Pro Rata Share Applicable Percentage 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 2.03(c)(iii), each Appropriate Global Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the applicable relevant Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C IssuerIssuer in Dollars. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Tranche A Global Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the applicable relevant Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Appropriate Global Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03. (iv) Until each Appropriate Global Revolving Credit Lender funds its Tranche A Global Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Global Revolving Credit Lender’s Pro Rata Share Applicable Percentage of such amount shall be solely for the account of the relevant L/C Issuer. (v) Each Tranche A Global Revolving Credit Lender’s obligation to make Tranche A Global Revolving Credit Loans or L/C Advances to reimburse an the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Global Revolving Credit Lender may have against the relevant L/C Issuer, the applicable Borrower Company or any other Loan Party, any Subsidiary or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Tranche A Global Revolving Credit Lender’s obligation to make Tranche A Global Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the applicable relevant Borrower of a Committed Loan Notice Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable any Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such the L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Tranche A Global Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Global Revolving Credit Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), such then, without limiting the other provisions of this Agreement, the L/C Issuer shall be entitled to recover from such Global 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 such the L/C Issuer at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. If such Global Revolving Credit Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Global Revolving Credit Lender’s 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 relevant L/C Issuer submitted to any Tranche A Global Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) 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 relevant L/C Issuer shall notify promptly the applicable Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. on the first Business Day immediately following the date of any payment by an the L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), the applicable Borrower shall reimburse such the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawingdrawing (including any interest accrued on the amount of such drawing for any date(s) occurring after the Honor Date where such drawing remains unreimbursed). If the applicable Borrower fails to so reimburse such the L/C Issuer by such time, the Administrative Agent shall promptly notify each Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the Dollar Amount thereof in the case of an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Pro Rata Share Applicable Percentage thereof. In such event, the applicable Borrower shall be deemed to have requested a Tranche A Committed Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans Loans, but subject to the amount of the unutilized portion of the Tranche A Aggregate Revolving Credit Commitments of the Appropriate Lenders and the conditions set forth in Section 4.02 (other than the delivery of a Committed Revolving Loan Notice). Any notice given by an the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each Appropriate Lender (including any Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral for this purpose) to the Administrative Agent for the account of the relevant L/C Issuer, in Dollars, Issuer at the Administrative Agent’s Office for payments in an amount equal to its Pro Rata Share Applicable Percentage 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 2.03(c)(iii), each Appropriate Lender that so makes funds available shall be deemed to have made a Base Rate Committed Revolving Loan to the applicable Borrower in such amount. The Administrative Agent 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 Tranche A Committed Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the applicable Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and 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 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03. (iv) Until each Appropriate Lender funds its Tranche A Committed Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share Applicable Percentage of such amount shall be solely for the account of the relevant L/C Issuer. (v) Each Tranche A Revolving Credit Lender’s obligation to make Tranche A Committed Revolving Credit Loans or L/C Advances to reimburse an the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuer, the applicable Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Tranche A Revolving Credit Lender’s obligation to make Tranche A Committed Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the applicable Borrower of a Committed Revolving Loan Notice Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such the L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Tranche A Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), such the L/C Issuer 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 such the L/C Issuer at a rate per annum equal to the applicable Overnight greater of the Federal Funds Rate from time to time and a rate determined by the L/C Issuer in effectaccordance 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 Revolving Loan included in the relevant Committed Revolving Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant L/C Issuer submitted to any Tranche A Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(viclause (vi) 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 relevant L/C Issuer shall notify promptly the applicable Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. on the Business Day immediately following date of any payment by an the L/C Issuer under a Letter of Credit (hereinafter each such date, date shall be referred to as an “Honor Date”), the applicable Borrower shall reimburse such the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing. If the applicable Borrower fails to so reimburse such the L/C Issuer by such time, the Administrative Agent shall promptly notify each Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the Dollar Amount thereof in the case of an Alternative Currency) (hereinafter referred to as the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Pro Rata Share Applicable Percentage thereof. In such event, the applicable Borrower shall be deemed to have requested a Tranche A Revolving Credit Committed Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans Loans, but subject to the amount of the unutilized portion of the Tranche A Aggregate Revolving Credit Loan 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 an the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each Appropriate Lender (including any Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the relevant L/C Issuer, in Dollars, Issuer at the Administrative Agent’s Office for payments in an amount equal to its Pro Rata Share Applicable Percentage 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 2.03(c)(iii), each Appropriate Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the applicable Borrower in such amount. The Administrative Agent 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 Tranche A Revolving Credit Committed Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the applicable Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and 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 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03. (iv) Until each Appropriate Lender funds its Tranche A Revolving Credit Committed Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share Applicable Percentage of such amount shall be solely for the account of the relevant L/C Issuer. (v) Each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Committed Loans or L/C Advances to reimburse an the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuer, the applicable Borrower or any other Person for any reason whatsoever; , (B) the occurrence or continuance of a Default, Default or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Committed Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the applicable Borrower of a Committed Loan Notice Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such the L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Tranche A Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), such the L/C Issuer 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 such the L/C Issuer at a rate per annum equal to the applicable Overnight greater of the Federal Funds Rate from time to time and a rate determined by the L/C Issuer in effectaccordance 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 relevant L/C Issuer submitted to any Tranche A Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(viclause (vi) 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 relevant L/C Issuer shall notify promptly the applicable Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. on the Business Day immediately following any payment by an L/C Issuer under a Letter of Credit the Honor Date (each such datedate of notice, an a “Honor Notice Date”), the applicable Borrower shall reimburse such the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawingdrawing (together with any interest thereon for such period from the Honor Date to the date such reimbursement is made). If the applicable Borrower fails to so reimburse such the L/C Issuer by such time, the Administrative Agent shall promptly notify each Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the Dollar Amount thereof in the case of an Alternative Currency) including any applicable interest thereon (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Pro Rata Share Applicable Percentage thereof. In such event, and in lieu of the obligation of the applicable Borrower to reimburse the L/C Issuer as provided in the two immediately preceding sentences such Borrower shall be deemed to have requested a Tranche A Revolving Credit Committed Borrowing of Base Rate Loans to be disbursed on the Honor Notice Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans Loans, but subject to the amount of the unutilized portion of the Tranche A Revolving Credit Aggregate 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 an the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each Appropriate Lender (including any Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i2.03 (i) make funds available to (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer, in Dollars, Issuer at the Administrative Agent’s Office for payments in an amount equal to its Pro Rata Share Applicable Percentage of the Unreimbursed Amount not later than 1:00 p.m. 12:00 noon on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Appropriate Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the applicable Borrower in such amount. The Administrative Agent 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 Tranche A Revolving Credit Committed Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the applicable Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and 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 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03. (iv) Until each Appropriate Lender funds its Tranche A Revolving Credit Committed Loan or its L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share Applicable Percentage of such amount shall be solely for the account of the relevant L/C Issuer. (v) Each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Committed Loans or L/C Advances to reimburse an the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuer, the applicable Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Committed Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the applicable Borrower of a Committed Loan Notice Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable such Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such the L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Tranche A Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), such then, without limiting the other provisions of this Agreement, the L/C Issuer 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 such the L/C Issuer at a rate per annum equal to the applicable Overnight greater of the Federal Funds Rate from time to time and a rate determined by the L/C Issuer in effectaccordance 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 relevant L/C Issuer submitted to any Tranche A Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(viclause (vi) 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 presentation under such Letter of Credit, the relevant L/C Issuer shall notify promptly the applicable Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. on the Business Day immediately following date of any payment by an the L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), the applicable Borrower shall reimburse such the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawingdrawing (or, if the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice) have been met, the Borrower may elect not to reimburse the L/C Issuer at such time). If the applicable Borrower fails to does not so reimburse such the L/C Issuer by such time, the Administrative Agent shall promptly notify each Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the Dollar Amount thereof in the case of an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Pro Rata Share thereof. In such event, the applicable Borrower shall be deemed to have requested a Tranche A Revolving Credit Committed Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans Loans, but subject to the amount of the unutilized portion of the Tranche A Revolving Credit Aggregate 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 an the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i2.04(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each Appropriate Lender (including any the Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i2.04(c)(i) make funds available to (and the Administrative Agent may apply Cash Collateral provided for this purpose pursuant to Section 2.04(g) as a result of a Defaulting Lender) for the account of the relevant L/C Issuer, in Dollars, Issuer at the Administrative Agent’s Office for payments in an amount equal to its Pro Rata Share 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 2.03(c)(iii2.04(c)(iii), each Appropriate Lender that so makes funds available shall be deemed to have made a Base Rate Committed Loan to the applicable Borrower in such amount. The Administrative Agent 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 Tranche A Revolving Credit Committed Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the applicable Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and 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 2.03(c)(ii2.04(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.032.04. (iv) Until each Appropriate Lender funds its Tranche A Revolving Credit Committed Loan or L/C Advance pursuant to this Section 2.03(c2.04(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of such amount shall be solely for the account of the relevant L/C Issuer. (v) Each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Committed Loans or L/C Advances to reimburse an the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c2.04(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoffset-off, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuer, the applicable Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Committed Loans pursuant to this Section 2.03(c2.04(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the applicable Borrower of a Committed Loan Notice Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such the L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Tranche A Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c2.04(c) by the time specified in Section 2.03(c)(ii2.04(c)(ii), such the L/C Issuer 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 such the L/C Issuer at a rate per annum equal to the applicable Overnight greater of the Federal Funds Rate from time to time and a rate determined by the L/C Issuer in effectaccordance 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 relevant L/C Issuer submitted to any Tranche A Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(viclause (vi) 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 CreditCredit or, if no such notice is required under the applicable Letter of Credit (or any related Issuer Documents), upon a compliant drawing, the relevant L/C Issuer shall notify promptly the applicable relevant Borrower and the Administrative Agent thereof. Without limiting or waiving any rights that the Borrowers may have pursuant to the second proviso of Section 2.03(f), the relevant Borrower shall reimburse the L/C Issuer, in Dollars, in the amount of such drawing, plus any interim interest incurred in accordance with this Section 2.03(c). In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the L/C Issuer shall notify the Company of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Not later than 11:00 a.m. on the Business Day immediately following date of any payment by an the L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), the applicable relevant Borrower shall reimburse such the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawingdrawing in Dollars. If the applicable relevant Borrower fails to so reimburse such the L/C Issuer by such time, the Administrative Agent shall promptly notify each Appropriate Global Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the amount of the Dollar Amount Equivalent thereof in the case of a Letter of Credit denominated in an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such Appropriate Global Revolving Credit Lender’s Pro Rata Share Applicable Percentage thereof. In such event, the applicable relevant Borrower shall be deemed to have requested a Tranche A Global Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans Loans, but subject to the amount of the unutilized portion of the Tranche A Global 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 an the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each Appropriate Global Revolving Credit Lender (including any Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer, in Dollars, at the Administrative Agent’s Office for Dollar-denominated payments in an amount equal to its Pro Rata Share Applicable Percentage 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 2.03(c)(iii), each Appropriate Global Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the applicable relevant Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C IssuerIssuer in Dollars. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Tranche A Global Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the applicable relevant Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Appropriate Global Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03. (iv) Until each Appropriate Global Revolving Credit Lender funds its Tranche A Global Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Global Revolving Credit Lender’s Pro Rata Share Applicable Percentage of such amount shall be solely for the account of the relevant L/C Issuer. (v) Each Tranche A Global Revolving Credit Lender’s obligation to make Tranche A Global Revolving Credit Loans or L/C Advances to reimburse an the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Global Revolving Credit Lender may have against the relevant L/C Issuer, the applicable Borrower Company or any other Loan Party, any Subsidiary or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Tranche A Global Revolving Credit Lender’s obligation to make Tranche A Global Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the applicable relevant Borrower of a Committed Loan Notice Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable any Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such the L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Tranche A Global Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Global Revolving Credit Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), such then, without limiting the other provisions of this Agreement, the L/C Issuer shall be entitled to recover from such Global 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 such the L/C Issuer at a rate per annum equal to the applicable Overnight Federal Funds Effective Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. If such Global Revolving Credit Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Global Revolving Credit Lender’s 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 relevant L/C Issuer submitted to any Tranche A Global Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) 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 relevant L/C Issuer shall notify promptly the applicable Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. 12:00 noon on the second Business Day immediately following any payment by an L/C Issuer under a Letter of Credit with notice to the Borrower (each such date, an “Honor Date”), the applicable Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing; provided that if such reimbursement is not made on the date of drawing, the Borrower shall pay interest to the relevant L/C Issuer on such amount at the rate applicable to Base Rate Loans under the applicable Participating Revolving Credit Commitments (without duplication of interest payable on L/C Borrowings). If the applicable Borrower fails to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the Dollar Amount thereof in the case of an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Pro Rata Share or other applicable share provided for under this Agreement thereof. In such event, the applicable Borrower shall be deemed to have requested a Tranche A Revolving Credit Borrowing of Base Rate Loans under the Participating Revolving Credit Commitments to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans but subject to the amount of the unutilized portion of the Tranche A Participating 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 an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each Appropriate Lender (including any Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the relevant L/C Issuer, Issuer in Dollars, Dollars at the Administrative Agent’s Office for payments in an amount equal to its Pro Rata Share or other applicable share provided for under this Agreement 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 2.03(c)(iii), each Appropriate Lender that so makes funds available shall be deemed to have made a Base Rate Loan under the Participating Revolving Credit Commitments to the applicable Borrower in such amount. The Administrative Agent 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 Tranche A Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the applicable Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and 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 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03. (iv) Until each Appropriate Lender funds its Tranche A Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such amount shall be solely for the account of the relevant L/C Issuer. (v) Each Tranche A Participating Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuer, the applicable Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article IV; (C) any adverse change in the condition (financial or otherwise) of the Loan Parties; (D) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other L/C Issuer; or (E) any other circumstance, occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Tranche A Participating Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the applicable Borrower of a Committed Loan Notice Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Tranche A Participating Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), such L/C Issuer 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 such L/C Issuer at a rate per annum equal to the applicable Overnight Rate from time to time in effect. A certificate of the relevant L/C Issuer submitted to any Tranche A Participating Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) 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 relevant L/C LC Issuer shall notify promptly the applicable Lead Borrower and the Administrative Agent thereof; provided, however, that any failure to give or delay in giving such notice shall not relieve the Borrowers of their obligation to reimburse the LC Issuer and the Lenders with respect to any such payment. Not later than 11:00 a.m. on the Business Day immediately following the date of any payment by an L/C the LC Issuer under a Letter of Credit (each such date, an “Honor Date”), the applicable Borrower Borrowers shall reimburse such L/C the LC Issuer through the Administrative Agent in an amount equal to the amount of such drawing. If the applicable Borrower fails Borrowers fail to so reimburse such L/C the LC Issuer by such time, the Administrative Agent shall promptly notify each Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the Dollar Amount thereof in the case of an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Pro Rata Share Applicable Percentage thereof. In such event, the applicable Borrower Borrowers shall be deemed to have requested a Tranche A Revolving Credit Committed Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans Loans, but subject to the amount of the unutilized portion of the Tranche A Revolving Credit Aggregate 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 an L/C the LC Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided provided, that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each Appropriate Lender (including any Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the relevant L/C Issuer, in Dollars, LC Issuer at the Administrative Agent’s Office for payments in an amount in Dollars equal to its Pro Rata Share Applicable Percentage 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 2.03(c)(iii), each Appropriate Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the applicable Borrower Borrowers in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C LC Issuer. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Tranche A Revolving Credit Committed Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the applicable Borrower Borrowers shall be deemed to have incurred from the relevant L/C LC Issuer an L/C LC Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C LC Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default RateRate (determined for Loans). In such event, each Appropriate Lender’s payment to the Administrative Agent for the account of the relevant L/C LC Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C LC Borrowing and shall constitute an L/C LC Advance from such Lender in satisfaction of its participation obligation under this Section 2.03. (iv) Until each Appropriate Lender funds its Tranche A Revolving Credit Committed Loan or L/C LC Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C LC Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share Applicable Percentage of such amount shall be solely for the account of the relevant L/C LC Issuer. (v) Each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Committed Loans or L/C LC Advances to reimburse an L/C the LC Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C LC Issuer, the applicable any Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Committed Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the applicable Lead Borrower of a Committed Loan Notice Notice). No such making of an L/C LC Advance shall relieve or otherwise impair the obligation of the applicable Borrower Borrowers to reimburse the relevant L/C LC Issuer for the amount of any payment made by such L/C the LC Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Tranche A Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C LC Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), such L/C the LC Issuer 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 such L/C the LC Issuer at a rate per annum equal to the applicable Overnight greater of the Federal Funds Rate from time to time and a rate determined by the LC Issuer in effectaccordance with banking industry rules on interbank compensation plus any administrative, processing or similar fees customarily charged by the LC 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 LC Advance in respect of the relevant LC Borrowing, as the case may be. A certificate of the relevant L/C LC Issuer submitted to any Tranche A Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(viclause (vi) 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 relevant L/C Issuer applicable Issuing Bank shall notify promptly the applicable Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. 12:00 p.m. on the first Business Day immediately following the date of any payment by an L/C Issuer Issuing Bank under a Letter of Credit with notice to the Borrower (each such date, an “Honor Date”), the applicable Borrower shall reimburse reimburse, or cause to be reimbursed, such L/C Issuer Issuing Bank through the Administrative Agent in an amount equal to the amount of such drawing. If the applicable Borrower fails to so reimburse reimburse, or cause to be reimbursed, such L/C Issuer Issuing Bank by such time, the Administrative Agent shall promptly notify each Appropriate Revolving A Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the Dollar Amount thereof in the case of an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Pro Rata Share of the Revolving A Credit Commitment thereof. In such event, the applicable Borrower shall be deemed to have requested a Tranche Revolving A Revolving Credit Borrowing of that is a Base Rate Loans Advance to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans Advances, but subject to the amount of the unutilized portion of the Tranche Revolving A Revolving Credit Commitments of the Appropriate Lenders and the conditions set forth in Section 4.02 3.02 (other than the delivery of a Committed Loan NoticeNotice of Borrowing). Any notice given by an L/C Issuer Issuing Bank or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided provided, that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each Appropriate Revolving A Lender (including any Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to (and the Administrative Agent may apply cash collateral provided for this purpose) for the account of the relevant L/C Issuer, in Dollars, applicable Issuing Bank at the Administrative Agent’s Office for payments in an amount equal to its Pro Rata Share of the Revolving A Credit Commitment 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 2.03(c)(iii), each Appropriate Revolving A Lender that so makes funds available shall be deemed to have made a Base Rate Loan Advance to the applicable Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuerapplicable Issuing Bank. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Tranche Revolving A Revolving Credit Borrowing of that is a Base Rate Loans Advance because the conditions set forth in Section 4.02 3.02 cannot be satisfied or for any other reason, the applicable Borrower shall be deemed to have incurred from the relevant L/C Issuer applicable Issuing Bank an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Appropriate Revolving A Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer such Issuing Bank pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving A Lender in satisfaction of its participation obligation under this Section 2.03. (iv) Until each Appropriate Revolving A Lender funds its Tranche Revolving A Revolving Credit Loan Advance or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer applicable Issuing Bank for any amount drawn under any Letter of Credit, interest in respect of such Revolving A Lender’s Pro Rata Share of the Revolving A Credit Commitment of such amount shall be solely for the account of the relevant L/C IssuerIssuing Bank. (v) Each Tranche Revolving A Revolving Credit Lender’s obligation to make Tranche Revolving A Revolving Credit Loans Advances or L/C Advances to reimburse an L/C Issuer the applicable Issuing Bank for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Revolving A Lender may have against the relevant L/C Issuersuch Issuing Bank, the applicable Borrower Borrower, any Subsidiary or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, ; or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, that each Tranche Revolving A Revolving Credit Lender’s obligation to make Tranche Revolving A Revolving Credit Loans Advances pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 3.02 (other than delivery by the applicable Borrower of a Committed Loan Notice of Borrowing). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower to reimburse the relevant L/C Issuer an Issuing Bank for the amount of any payment made by such L/C Issuer Issuing Bank under any Letter of Credit, together with interest as provided herein. (vi) If any Tranche Revolving A Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer applicable Issuing Bank any amount required to be paid by such Revolving A Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), such L/C Issuer then, without limiting the other provisions of this Agreement, the Issuing Bank shall be entitled to recover from such Revolving A 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 such L/C Issuer Issuing Bank at a rate per annum equal to the applicable Overnight greater of the Federal Funds Rate from time to time and a rate determined by such Issuing Bank in effectaccordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Issuing Bank in connection with the foregoing. If such Revolving A certificate Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Revolving A Lender’s Revolving A Credit Advance included in the relevant Revolving A Credit Borrowing or L/C Advance in respect of the relevant L/C Issuer Borrowing, as the case may be. A certificate of an Issuing Bank submitted to any Tranche Revolving A Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent manifest error.

Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from Subject to the beneficiary of provisions below, not later than 2:30 p.m. on the date (the “Honor Date”) that any Letter of Credit of Issuing Bank makes any notice of payment on a drawing under such on any Letter of Credit, if the relevant L/C Issuer Borrower shall notify promptly the applicable Borrower and the Administrative Agent thereof. Not later than 11:00 have received notice of such payment prior to 11:30 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”)or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 2:30 p.m. on the next Business Day, the applicable Borrower shall reimburse such L/C Issuer Issuing Bank through the Administrative Agent in an amount equal to the amount of such drawingdrawing together with interest thereon. If the applicable Borrower fails to so reimburse such L/C Issuer Issuing Bank by such time, unless the Administrative Borrower shall have advised the Agent that it does not meet the conditions specified in either clause (B) or (C) below, the Agent shall promptly notify each Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the Dollar Amount thereof in the case of an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Pro Rata Ratable Share thereof. In such event, the applicable Borrower shall be deemed to have requested a Tranche A Revolving Credit Borrowing of Base Rate Loans Advance to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for 2.01(a) or the principal amount delivery of Base Rate Loans a Notice of Borrowing but subject to (A) the amount of the unutilized portion aggregate Unused Commitments, (B) no Event of Default having occurred and be continuing, or resulting therefrom, and (C) the conditions specified in Section 3.02(c) and Section 3.02(d) being satisfied on and as of the Tranche A Revolving Credit Commitments date of the Appropriate Lenders applicable Base Rate Advance and, to the extent so financed, the Borrower's obligation to satisfy the reimbursement obligation created by such payment by the Issuing Bank on the Honor Date shall be discharged and replaced by the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice)resulting Base Rate Advance. Any notice given by an L/C Issuer any Issuing Bank or the Administrative Agent pursuant to this Section 2.03(c)(i) may shall be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each Appropriate Lender (including any Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the relevant L/C Issuer, in Dollars, applicable Issuing Bank at the Administrative Agent’s Office for payments in an amount equal to its Pro Rata Ratable Share of the Unreimbursed Amount not later than 1:00 4:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Appropriate Lender that so makes funds available shall be deemed to have made a Base Rate Loan Advance to the applicable Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuerapplicable Issuing Bank. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Tranche A Revolving Credit Borrowing of Base Rate Loans Advance because any of the conditions set forth in clauses (A), (B) or (C) of Section 4.02 2.03(c)(i) cannot be satisfied or for any other reason, then not later than 2:30 p.m. on the applicable next Business Day after the day notice of the drawing is given to the Borrower, in the case of a failure to meet any such condition, or in any other case, after notice of the event resulting in the outstanding Unreimbursed Amount, the Borrower shall reimburse such Issuing Bank through the Agent in an amount equal to the amount of such outstanding Unreimbursed Amount with interest thereon. If the Borrower fails to so reimburse such Issuing Bank by such time, the Borrower shall be deemed to have incurred from the relevant L/C Issuer applicable Issuing Bank an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default RateBase Rate in effect from time to time plus the Applicable Rate for Base Rate Advances in effect from time to time plus 2% per annum. In such event, each Appropriate Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer applicable Issuing Bank pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03. (iv) Until each Appropriate Lender funds its Tranche A Revolving Credit Loan Base Rate Advance or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer applicable Issuing Bank for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Ratable Share of such amount shall be solely for the account of the relevant L/C Issuerapplicable Issuing Bank. (v) Each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans Base Rate Advances or L/C Advances to reimburse an L/C Issuer the applicable Issuing Bank for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuersuch Issuing Bank, the applicable Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans Base Rate Advances pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the applicable Borrower of a Committed Loan Notice 2.03(c)(i). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower to reimburse the relevant L/C Issuer applicable Issuing Bank for the amount of any payment made by such L/C Issuer Issuing Bank under any Letter of Credit, together with interest as provided herein. (vi) If any Tranche A Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer applicable Issuing Bank any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), such L/C Issuer 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 such L/C Issuer Issuing Bank at a rate per annum equal to the applicable Overnight greater of the Federal Funds Rate from time to time and a rate determined by such Issuing Bank in effectaccordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by such Issuing Bank in connection with the foregoing. A certificate If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Base Rate Advance included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Issuer Borrowing, as the case may be. A certificate of the applicable Issuing Bank submitted to any Tranche A Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(viclause (vi) 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 relevant L/C Issuer shall notify promptly the applicable Parent Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. on the third Business Day immediately following the date of any payment by an any L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), the applicable Borrower Borrowers shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawingdrawing and in the applicable currency. If the applicable Borrower fails Borrowers fail to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the Dollar Amount thereof in the case of an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Pro Rata Share thereof. In such event, (x) in the applicable case of an Unreimbursed Amount under a Letter of Credit, the Parent Borrower (on behalf of the Borrowers) shall be deemed to have requested a Tranche A Revolving Credit Borrowing of Base Rate Loans and to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans Loans, but subject to the amount of the unutilized portion of the Tranche A Revolving Credit Commitments of the Appropriate Lenders Lenders, and subject to the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each Appropriate Revolving Credit Lender (including any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the relevant L/C Issuer, in Dollars, Issuer at the Administrative Agent’s Office for payments in an amount equal to its Pro Rata Share of the any Unreimbursed Amount in respect of a Letter of Credit not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative AgentAgent (which may be the same Business Day such notice is provided if such notice is provided prior to 12:00 noon), whereupon, subject to the provisions of Section 2.03(c)(iii), each Appropriate Revolving Credit Lender that so makes funds available shall be deemed to have made a Revolving Credit Loan that is a Base Rate Loan to the applicable Borrower Borrowers in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer. (iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Tranche A Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the applicable Borrower Borrowers shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Appropriate Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03. (iv) Until each Appropriate Lender funds its Tranche A Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of such amount shall be solely for the account of the relevant L/C Issuer. (v) Each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuer, the applicable Borrower Borrowers or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, ; or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the applicable Parent Borrower of a Committed Loan Notice Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower Borrowers to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Tranche A Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), such L/C Issuer 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 such L/C Issuer at a rate per annum equal to the applicable Overnight Rate from time to time in effecteffect plus any administrative, processing or similar fees customarily charged by such L/C Issuer in connection with the foregoing. A certificate of the relevant L/C Issuer submitted to any Tranche A Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) 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 CreditCredit (an “L/C Disbursement”), the relevant L/C Issuer shall notify promptly the applicable Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. on the 3:00 p.m. two Business Day immediately following Days after any payment by an the relevant L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), the applicable Borrower shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing and in the currency of the drawn Letter of Credit; provided, that if notice of such drawing is not provided to the Borrower prior to 12:00 noon on the Honor Date, then the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawingdrawing and in the currency of the drawn Letter of Credit on the third succeeding Business Day and such extension of time shall be reflected in computing fees in respect of any such Letter of Credit (provided, that the Borrower may request in accordance with Section 2.02 that each such payment be financed (A) in the case of a Letter of Credit denominated in Dollars, with an ABR Revolving Credit Loan denominated in Dollars in an equivalent amount, (B) in the case of a Letter of Credit denominated in Pounds Sterling, with a XXXXX Revolving Credit Loan in an equivalent amount and (C) in the case of a Letter of Credit denominated in an Alternate Currency (other than Pounds Sterling), a Revolving Credit Loan denominated in any Alternate Currency subject to the applicable Alternate Currency Interest Rate in an equivalent amount (any such Revolving Credit Loan, an “L/C Reimbursement Loan”), and, to the extent so financed, the obligation of the Borrower to make such payment shall be discharged and replaced by the resulting Borrowing (it being understood and agreed that the Borrower may also request a Swing Line Loan to reimburse such L/C Disbursement in accordance with Section 2.05). If the applicable Borrower fails to so reimburse such the relevant L/C Issuer by such time, the Administrative Agent shall promptly notify each Appropriate Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the Dollar Amount thereof in the case of an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such Appropriate LenderRevolving Credit Xxxxxx’s Pro Rata Share thereof. In such event, the applicable Borrower shall be deemed to have requested a Tranche A Revolving Credit Loan Borrowing of Base ABR Loans (if denominated in Dollars), XXXXX Loans (if denominated in Pounds Sterling) or Loans subject to the appropriate Alternate Currency Interest Rate Loans (if denominated in an Alternate Currency (other than Pounds Sterling)) to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 2.02(a) for the principal amount of Base ABR Loans (if denominated in Dollars), XXXXX Loans (if denominated in Pounds Sterling) or Loans subject to the appropriate Alternate Currency Interest Rate Loans (if denominated in an Alternate Currency (other than XXXX:\98106221\28\78831.0005 Pounds Sterling)) but subject to the amount of the unutilized portion of the Tranche A 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)Commitments. Any notice given by an the relevant L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i2.04(c)(i) may be given by telephone if immediately confirmed in writing; provided provided, that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each Appropriate Revolving Credit Lender (including any the Lender acting as an the relevant L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i2.04(c)(i) make funds available to the Administrative Agent for the account of the relevant L/C Issuer, in Dollars, Issuer at the Administrative Agent’s Office for payments in an amount equal to its Pro Rata Share of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative AgentAgent (if such notice is provided to the Revolving Credit Lenders prior to 11:00 a.m. on such date, and otherwise, by no later than two hours after receipt of such notice), whereupon, subject to the provisions of Section 2.03(c)(iii2.04(c)(ii), each Appropriate Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate an ABR Loan, XXXXX Loan or Term SOFR Loan, as applicable, to the applicable Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C IssuerIssuer in the currency of the drawn Letter of Credit. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Tranche A Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the applicable Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and 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 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03[Reserved]. (iv) Until each Appropriate Revolving Credit Lender funds its Tranche A Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c2.04(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such LenderXxxxxx’s Pro Rata Share of such amount shall be solely for the account of the relevant such L/C Issuer. (v) Each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans or L/C Advances to reimburse an the relevant L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c2.04(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant such L/C Issuer, the applicable Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, ; or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the applicable Borrower of a Committed Loan Notice ). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Tranche A Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c2.04(c) by the time specified in Section 2.03(c)(ii2.04(c)(i), such L/C Issuer 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 such L/C Issuer at a rate per annum equal to the applicable Overnight Rate from time to time in effect. If such Lender pays such amount (with interest as aforesaid), the amount so paid shall constitute such Lender’s Loan included in the relevant Borrowing. A certificate of the relevant L/C Issuer submitted to any Tranche A Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi2.04(c)(vi) 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 relevant L/C Issuer applicable Issuing Bank shall notify promptly the applicable Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. on the Business Day immediately following any payment by an L/C Issuer the applicable Issuing Bank under a Letter of Credit Credit, so long as the Borrower has received notice of such drawing by 10:00 a.m. on such following Business Day (each such date, an “Honor Date”), the applicable Borrower shall reimburse such L/C Issuer Issuing Bank through the Administrative Agent in an amount equal to the amount of such drawingdrawing (together with interest thereon at the rate set forth in Section 2.07 for Revolving Credit Advances bearing interest at the Base Rate). If the applicable Borrower fails to so reimburse such L/C Issuer the applicable Issuing Bank by such time, the Administrative Agent shall promptly notify each Appropriate Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the Dollar Amount thereof in the case of an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such Appropriate Revolving Credit Lender’s Pro Rata Share thereof. In such event, the applicable Borrower shall be deemed to have requested a Tranche A Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans Borrowings, but subject to the amount of the unutilized portion of the Tranche A Unused Revolving Credit Commitments of the Appropriate Lenders and the conditions set forth in Section 4.02 3.02 (other than the delivery of a Committed Loan NoticeNotice of Borrowing). Any notice given by an L/C Issuer Issuing Bank or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each Appropriate Revolving Credit Lender (including any a Revolving Credit Lender acting as an L/C IssuerIssuing Bank) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the relevant L/C Issuer, in Dollars, applicable Issuing Bank at the Administrative Agent’s Office for payments in an amount equal to its Pro Rata Share 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 2.03(c)(iii), each Appropriate Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan Letter of Credit Advance to the applicable Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuerapplicable Issuing Bank. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Tranche A Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 3.02 cannot be satisfied or for any other reason, the applicable Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C applicable Issuing Bank a Letter of Credit Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Appropriate Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer applicable Issuing Bank pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Letter of Credit Borrowing and shall constitute an L/C a Letter of Credit Advance from such Revolving Credit Lender in satisfaction of its participation obligation under this Section 2.03. (iv) Until each Appropriate Revolving Credit Lender funds its Tranche A Revolving Credit Loan Advance or L/C Letter of Credit Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer applicable Issuing Bank for any amount drawn under any Letter of Credit, interest in respect of such Revolving Credit Lender’s Pro Rata Share of such amount shall be solely for the account of the relevant L/C Issuersuch Issuing Bank. (v) Each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Letter of Credit Loans or L/C Advances to reimburse an L/C Issuer the applicable Issuing Bank for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoffset-off, counterclaim, recoupment, defense or other right which such Revolving Credit Lender may have against the relevant L/C Issuersuch Issuing Bank, the applicable Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the applicable Borrower of a Committed Loan Notice ). No such making of an L/C a Letter of Credit Advance shall relieve or otherwise impair the obligation of the applicable Borrower to reimburse the relevant L/C Issuer applicable Issuing Bank for the amount of any payment made by such L/C Issuer Issuing Bank under any Letter of Credit, together with interest as provided herein. (vi) If any Tranche A Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer applicable Issuing Bank any amount required to be paid by such Revolving Credit Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), such L/C Issuer Issuing Bank 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 Issuing Bank at a rate per annum equal to the applicable Overnight Federal Funds Rate from time to time in effect. A certificate of the relevant L/C Issuer applicable Issuing Bank submitted to any Tranche A Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(viclause (vi) 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 relevant L/C Issuer shall notify promptly the applicable Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. 2:00 p.m. on the Business Day immediately following date of any payment by an the L/C Issuer under a Letter of Credit Credit, if the Borrower has been so notified at or before 1:00 p.m. on such date, otherwise not later than 2:00 p.m. on the next Business Day (each such date, an “Honor Date”), the applicable Borrower shall reimburse such the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing. If the applicable Borrower fails to so reimburse such the L/C Issuer by such time, the Administrative Agent shall promptly notify each Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the Dollar Amount thereof in the case of an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Pro Rata Share Applicable Percentage thereof. In such event, the applicable Borrower shall be deemed to have requested a Tranche A Revolving Credit Committed Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans Loans, but subject to the amount of the unutilized portion of the Tranche A Revolving Credit Aggregate 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 an the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each Appropriate Lender (including any Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer, in Dollars, Issuer at the Administrative Agent’s Office for payments in an amount equal to its Pro Rata Share Applicable Percentage 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 2.03(c)(iii), each Appropriate Lender that so makes funds available shall be deemed to have made a Base Rate Committed Loan to the applicable Borrower in such amount. The Administrative Agent 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 Tranche A Revolving Credit Committed Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the applicable Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and 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 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03. (iv) Until each Appropriate Lender funds its Tranche A Revolving Credit Committed Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share Applicable Percentage of such amount shall be solely for the account of the relevant L/C Issuer. (v) Each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Committed Loans or L/C Advances to reimburse an the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuer, the applicable Borrower Borrower, any Subsidiary or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Committed Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the applicable Borrower of a Committed Loan Notice Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such the L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Tranche A Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), such then, without limiting the other provisions of this Agreement, the L/C Issuer 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 such the L/C Issuer at a rate per annum equal to the applicable Overnight greater of the Federal Funds Rate from time to time and a rate determined by the L/C Issuer in effectaccordance 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 relevant L/C Issuer submitted to any Tranche A Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(viclause (vi) shall be conclusive absent manifest error.

Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from Subject to the beneficiary of provisions below, not later than 2:30 p.m. on the date (the “Honor Date”) that any Letter of Credit of Issuing Bank makes any notice of payment on a drawing under such on any Letter of Credit, if the relevant L/C Issuer Borrower shall notify promptly the applicable Borrower and the Administrative Agent thereof. Not later than 11:00 have received notice of such payment prior to 11:30 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”)or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 2:30 p.m. on the next Business Day, the applicable Borrower shall reimburse such L/C Issuer Issuing Bank through the Administrative Agent in an amount equal to the amount of such drawingdrawing together with interest thereon. If the applicable Borrower fails to so reimburse such L/C Issuer Issuing Bank by such time, unless the Administrative Borrower shall have advised the Agent that it does not meet the conditions specified in either clause (B) or (C) below, the Agent shall promptly notify each Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the Dollar Amount thereof in the case of an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Pro Rata Ratable Share thereof. In such event, the applicable Borrower shall be deemed to have requested a Tranche A Revolving Credit Borrowing of Base Rate Loans Advance to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for 2.01(a) or the principal amount delivery of Base Rate Loans a Notice of Borrowing but subject to (A) the amount of the unutilized portion aggregate Unused Commitments, (B) no Event of Default having occurred and be continuing, or resulting therefrom, and (C) the conditions specified in Section 3.02(c) and Section 3.02(d) being satisfied on and as of the Tranche A Revolving Credit Commitments date of the Appropriate Lenders applicable Base Rate Advance and, to the extent so financed, the Borrower's obligation to satisfy the reimbursement obligation created by such payment by the Issuing Bank on the Honor Date shall be discharged and replaced by the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice)resulting Base Rate Advance. Any notice given by an L/C Issuer any Issuing Bank or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each Appropriate Lender (including any Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the relevant L/C Issuer, in Dollars, applicable Issuing Bank at the Administrative Agent’s Office for payments in an amount equal to its Pro Rata Ratable Share of the Unreimbursed Amount not later than 1:00 4:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Appropriate Lender that so makes funds available shall be deemed to have made a Base Rate Loan Advance to the applicable Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuerapplicable Issuing Bank. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Tranche A Revolving Credit Borrowing of Base Rate Loans Advance because any of the conditions set forth in clauses (A), (B) or (C) of Section 4.02 2.03(c)(i) cannot be satisfied or for any other reason, then not later than 2:30 p.m. on the applicable next Business Day after the day notice of the drawing is given to the Borrower, in the case of a failure to meet any such condition, or in any other case, after notice of the event resulting in the outstanding Unreimbursed Amount, the Borrower shall reimburse such Issuing Bank through the Agent in an amount equal to the amount of such outstanding Unreimbursed Amount with interest thereon. If the Borrower fails to so reimburse such Issuing Bank by such time, the Borrower shall be deemed to have incurred from the relevant L/C Issuer applicable Issuing Bank an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default RateBase Rate in effect from time to time plus the Applicable Rate for Base Rate Advances in effect from time to time plus 2% per annum. In such event, each Appropriate Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer applicable Issuing Bank pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03. (iv) Until each Appropriate Lender funds its Tranche A Revolving Credit Loan Base Rate Advance or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer applicable Issuing Bank for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Ratable Share of such amount shall be solely for the account of the relevant L/C Issuerapplicable Issuing Bank. (v) Each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans Base Rate Advances or L/C Advances to reimburse an L/C Issuer the applicable Issuing Bank for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuersuch Issuing Bank, the applicable Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans Base Rate Advances pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the applicable Borrower of a Committed Loan Notice 2.03(c)(i). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower to reimburse the relevant L/C Issuer applicable Issuing Bank for the amount of any payment made by such L/C Issuer Issuing Bank under any Letter of Credit, together with interest as provided herein. (vi) If any Tranche A Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer applicable Issuing Bank any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), such L/C Issuer 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 such L/C Issuer Issuing Bank at a rate per annum equal to the applicable Overnight greater of the Federal Funds Rate from time to time and a rate determined by such Issuing Bank in effectaccordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by such Issuing Bank in connection with the foregoing. A certificate If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Base Rate Advance included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Issuer Borrowing, as the case may be. A certificate of the applicable Issuing Bank submitted to any Tranche A Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(viclause (vi) 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 relevant L/C Issuer shall notify promptly the applicable Borrower Borrowers and the Administrative Agent thereof. Not later than 11:00 a.m. on the Business Day immediately following the date of any payment by an the L/C Issuer under a Letter of Credit (each such datedate of payment by the L/C Issuer, an “Honor Date”), the applicable Borrower Borrowers shall reimburse such the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing, plus interest on such amount calculated at the Base Rate for the period from the Honor Date until the date of such reimbursement. If the applicable Borrower fails Borrowers fail to so reimburse such the L/C Issuer by such time, the Administrative Agent shall promptly notify each Appropriate Lender of the Honor Date, the amount of the any unreimbursed drawing (expressed in Dollars in the Dollar Amount thereof in the case of an Alternative Currency) (the “Unreimbursed Amount”), ) and the amount of such Appropriate Lender’s Pro Rata Share Applicable Percentage thereof. In such event, the applicable Borrower Borrowers shall be deemed to have requested a Tranche A Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the related Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans Loans, but subject to the amount of the unutilized portion of the Tranche A Revolving Credit Aggregate 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 an the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each Appropriate Lender (including any Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 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 relevant L/C Issuer, in Dollars, Issuer at the Administrative Agent’s Office for payments in an amount equal to its Pro Rata Share Applicable Percentage 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 2.03(c)(iii), each Appropriate Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the applicable Borrower Borrowers in such amount. The Administrative Agent 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 Tranche A Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the applicable Borrower Borrowers shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and 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 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03. (iv) Until each Appropriate Lender funds its Tranche A Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share Applicable Percentage of such amount shall be solely for the account of the relevant L/C Issuer. (v) Each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans or L/C Advances to reimburse an the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuer, the applicable any Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the applicable any Borrower of a Committed Loan Notice Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable any Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such the L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Tranche A Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), such then, without limiting the other provisions of this Agreement, the L/C Issuer 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 such the L/C Issuer at a rate per annum equal to the applicable Overnight greater of the Federal Funds Rate from time to time and a rate determined by the L/C Issuer in effectaccordance 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 relevant L/C Issuer submitted to any Tranche A Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) 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 relevant L/C Issuer shall notify promptly the applicable Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. If the L/C Issuer notifies the Borrower of such payment prior to 1:00 p.m. on the Business Day immediately following date of any payment by an the L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), the applicable Borrower shall reimburse such the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing; provided, that if such notice is not provided to the Borrower prior to 1:00 p.m. on the Honor Date, then the Borrower shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing on the next succeeding Business Day and such extension of time shall be reflected in computing fees in respect of any such Letter of Credit. If the applicable Borrower fails to so reimburse such the L/C Issuer by such time, the Administrative Agent shall promptly notify each Appropriate Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the Dollar Amount thereof in the case of an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such Appropriate Revolving Credit Lender’s Pro Rata Share thereof. In such event, the applicable Borrower shall be deemed to have requested a Tranche A Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans Loans, but subject to the amount of the unutilized portion of the Tranche A 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 an the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each Appropriate Revolving Credit Lender (including any the Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the relevant L/C Issuer, in Dollars, Issuer at the Administrative Agent’s Office for payments in an amount equal to its Pro Rata Share 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 2.03(c)(iii), each Appropriate Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the applicable Borrower in such amount. The Administrative Agent 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 Tranche A Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the applicable Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and 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 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03. (iv) Until each Appropriate Lender funds its Tranche A Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of such amount shall be solely for the account of the relevant L/C Issuer. (v) Each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuer, the applicable Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the applicable Borrower of a Committed Loan Notice ). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Tranche A Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), such L/C Issuer 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 such L/C Issuer at a rate per annum equal to the applicable Overnight Rate from time to time in effect. A certificate of the relevant L/C Issuer submitted to any Tranche A Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent manifest error.Section

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 relevant L/C Issuer shall notify promptly the applicable Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. on the Business Day immediately following date of any payment by an the L/C Issuer under a Letter of Credit (each such date, an “"Honor Date”"), the applicable Borrower shall reimburse such the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing. If the applicable Borrower fails to so reimburse such the L/C Issuer by such time, the Administrative Agent shall promptly notify each Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the Dollar Amount thereof in the case of an Alternative Currency) (the “"Unreimbursed Amount”"), and the amount of such Appropriate Lender’s 's Pro Rata Share thereof. In such event, the applicable Borrower shall be deemed to have requested a Tranche A Revolving Credit Committed Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans Loans, but subject to the amount of the unutilized portion of the Tranche A Revolving Credit Aggregate Commitments of the Appropriate Lenders and the conditions set forth in Section 4.02 5.02 (other than the delivery of a Committed Loan Notice). Any notice given by an the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i2.04(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. Each deemed Committed Borrowing made pursuant to this Section 2.04(c)(i) shall be deemed to be a reimbursement of each related drawing under a Letter of Credit. (ii) Each Appropriate Lender (including any the Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i2.04(c)(i) make funds available to the Administrative Agent for the account of the relevant L/C Issuer, in Dollars, Issuer at the Administrative Agent’s 's Office for payments in an amount equal to its Pro Rata Share 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 2.03(c)(iii2.04(c)(iii), each Appropriate Lender that so makes funds available shall be deemed to have made a Base Rate Committed Loan to the applicable Borrower in such amount. The Administrative Agent 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 Tranche A Revolving Credit Committed Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 5.02 cannot be satisfied or for any other reason, the applicable Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Appropriate Lender’s 's payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii2.04(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.032.04. (iv) Until each Appropriate Lender funds its Tranche A Revolving Credit Committed Loan or L/C Advance pursuant to this Section 2.03(c2.04(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s 's Pro Rata Share of such amount shall be solely for the account of the relevant L/C Issuer. (v) Each Tranche A Revolving Credit Lender’s 's obligation to make Tranche A Revolving Credit Committed Loans or L/C Advances to reimburse an the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c2.04(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoffset-off, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuer, the applicable Borrower any Borrower, any other Applicant or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Tranche A Revolving Credit Lender’s 's obligation to make Tranche A Revolving Credit Committed Loans pursuant to this Section 2.03(c2.04(c) is subject to the conditions set forth in Section 4.02 5.02 (other than delivery by the applicable Borrower of a Committed Loan Notice Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such the L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Tranche A Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c2.04(c) by the time specified in Section 2.03(c)(ii2.04(c)(ii), such the L/C Issuer 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 such the L/C Issuer at a rate per annum equal to the applicable Overnight Federal Funds Rate from time to time in effect. A certificate of the relevant L/C Issuer submitted to any Tranche A Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(viclause (vi) shall be conclusive absent manifest error.

Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit issued for the account of the Borrower or any Loan Party of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the applicable Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. on the Business Day immediately following date of any payment by an the L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), the applicable Borrower shall reimburse such the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing. If the applicable Borrower fails to so reimburse such the L/C Issuer by such time, the Administrative Agent shall promptly notify deliver to each Appropriate Lender of a notice stating the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the Dollar Amount thereof in the case of an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Pro Rata Share Applicable Percentage thereof. In such event, the applicable Borrower shall be deemed to have requested a Tranche A Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans Loans, but subject to the amount of the unutilized portion of the Tranche A Revolving Credit Aggregate 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 an the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each Appropriate Lender (including any the Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the relevant L/C Issuer, in Dollars, Issuer at the Administrative Agent’s Office for payments in an amount equal to its Pro Rata Share Applicable Percentage 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 2.03(c)(iii), each Appropriate Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the applicable Borrower in such amount. The Administrative Agent 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 Tranche A Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the applicable Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and 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 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03. (iv) Until each Appropriate Lender funds its Tranche A Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share Applicable Percentage of such amount shall be solely for the account of the relevant L/C Issuer. (v) Each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans or L/C Advances to reimburse an the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuer, the applicable Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the applicable Borrower of a Committed Loan Notice Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such the L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Tranche A Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), such the L/C Issuer 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 such the L/C Issuer at a rate per annum equal to the applicable Overnight greater of the Federal Funds Rate from time to time and a rate determined by the L/C Issuer in effectaccordance with banking industry rules on interbank compensation. A certificate of the relevant L/C Issuer submitted to any Tranche A Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(viclause (vi) 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 relevant L/C Issuer shall notify promptly the applicable Borrower Representative and the Administrative Agent thereof. Not later than 11:00 a.m. 1:00 p.m. Eastern time (10:00 am Pacific time) on the Business Day immediately following date of any payment by an made by, or caused to be made by, the L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), the applicable Borrower Domestic Borrowers shall reimburse such the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing, which reimbursement, in the case of Cash Collateralized Letters of Credit, shall be made pursuant to Section 2.15(c). If the applicable Borrower fails Domestic Borrowers fail to so reimburse such the L/C Issuer by such time, the Administrative Agent shall promptly notify each Appropriate Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the Dollar Amount thereof in the case of an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such Appropriate Revolving Credit Lender’s Pro Rata Share Applicable Percentage thereof. In such event, the applicable Borrower Domestic Borrowers shall be deemed to have requested a Tranche A Committed Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans but subject to the amount of the unutilized portion of the Tranche A Revolving Credit Commitments of the Appropriate Lenders and the conditions set forth in Section 4.02 for the making of Revolving Credit Loans (other than the delivery of a Committed Loan Borrowing Request Notice). Any notice given by an the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writingwriting or any Electronic Medium; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each Appropriate Revolving Credit Lender (including any Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the relevant L/C Issuer, in Dollars, Issuer at the Administrative Agent’s Office for payments in an amount equal to its Pro Rata Share Applicable Percentage of the Unreimbursed Amount not later than 1:00 p.m. Eastern time (10:00 am Pacific time) on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Appropriate Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Revolving Credit Loan to the applicable Borrower Domestic Borrowers in such amount. The Administrative Agent 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 Tranche A Committed Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the applicable Borrower Domestic Borrowers shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Appropriate Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03. (iv) Until each Appropriate Revolving Credit Lender funds its Tranche A Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Revolving Credit Lender’s Pro Rata Share Applicable Percentage of such amount shall be solely for the account of the relevant L/C Issuer. (v) Each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans or L/C Advances to reimburse an the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Revolving Credit Lender may have against the relevant L/C Issuer, the applicable Borrower Domestic Borrowers or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, ; or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the applicable Borrower Representative of a Committed Loan Notice Borrowing Request Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower Domestic Borrowers to reimburse the relevant L/C Issuer for the amount of any payment made by such or caused to be made by the L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Tranche A Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Revolving Credit Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), such the L/C Issuer 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 such the L/C Issuer at a rate per annum equal to the applicable Overnight greater of the Federal Funds Rate from time to time and a rate determined by the L/C Issuer in effectaccordance 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 Committed Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant L/C Issuer submitted to any Tranche A Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(viclause (vi) 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 relevant applicable L/C Issuer shall notify promptly the applicable Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. (New York City time) on the Business Day immediately following date of any payment by an the applicable L/C Issuer under a Letter Issuer, in accordance with normal banking procedures in the place of Credit payment (each such date, an “Honor Date”), the applicable Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawingdrawing in Dollars or Canadian Dollars, as applicable. If the applicable Borrower fails to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the Dollar Amount thereof in the case of an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Pro Rata Share thereof. In such event, the applicable Borrower shall be deemed to have requested a Tranche A Revolving Credit Borrowing of Loan that is a Base Rate Loans Loan (if denominated in Dollars) or Canadian Prime Rate Loan (if denominated in Canadian Dollars) to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 2.2 for the principal amount of Base Rate Loans or Canadian Prime Rate Loans, but subject to the amount of the unutilized portion of the Tranche A Revolving Credit Commitments of the Appropriate Lenders and the conditions set forth in Section 4.02 3.2 (other than the delivery of a Committed Loan Funding Notice). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i2.3(d)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each Appropriate Lender (including any Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i2.3(d)(i) make funds available to (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant applicable L/C Issuer, in Dollars or Canadian Dollars, as applicable, at the Administrative Agent’s Principal Office for payments designated by such L/C Issuer in an amount equal to its Pro Rata Share 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 2.03(c)(iii2.3(d)(iv), each Appropriate Lender that so makes funds available shall be deemed to have made a Revolving Loan that is a Base Rate Loan or Canadian Prime Rate Loan, as the case may be, to the applicable Borrower in such amount. The Administrative Agent shall reasonably promptly remit the funds so received to the relevant applicable L/C IssuerIssuer in Dollars or Canadian Dollars, as applicable. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Tranche A Revolving Credit Borrowing of Loan that is a Base Rate Loans Loan because the conditions set forth in Section 4.02 3.2 cannot be satisfied or for any other reason, the applicable Borrower shall be deemed to have incurred from the relevant applicable L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Letter of Credit Fees Default Rate. In such event, each Appropriate Lender’s payment to the Administrative Agent for the account of the relevant such L/C Issuer pursuant to Section 2.03(c)(ii2.3(d)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.032.3. (iv) Until each Appropriate Lender funds its Tranche A Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c2.3(d) to reimburse the relevant applicable L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of such amount shall be solely for the account of the relevant such L/C Issuer. (v) Each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans or L/C Advances to reimburse an the applicable L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c2.3(d), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant any L/C Issuer, the applicable Borrower 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 provided, however, that each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans pursuant to this Section 2.03(c2.3(d) is subject to the conditions set forth in Section 4.02 3.2 (other than delivery by the applicable Borrower of a Committed Loan Notice Funding Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower to reimburse the relevant applicable L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Tranche A Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant applicable L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c2.3(d) by the time specified in Section 2.03(c)(ii2.3(d)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer 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 such L/C Issuer at a rate per annum equal to the applicable L/C Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by 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 Loan included in the relevant Revolving Commitment or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant applicable L/C Issuer submitted to any Tranche A Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(viclause (vi) shall be conclusive absent manifest error.

Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from Subject to the beneficiary of provisions below, not later than 2:30 p.m. on the date (the “Honor Date”) that any Letter of Credit of Issuing Bank makes any notice of payment on a drawing under such on any Letter of Credit, if the relevant L/C Issuer Borrower shall notify promptly the applicable Borrower and the Administrative Agent thereof. Not later than 11:00 have received notice of such payment prior to 11:30 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”)or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 2:30 p.m. on the next Business Day, the applicable Borrower shall reimburse such L/C Issuer Issuing Bank through the Administrative Agent in an amount equal to the amount of such drawingdrawing together with interest thereon. If the applicable Borrower fails to so reimburse such L/C Issuer Issuing Bank by such time, unless the Administrative Borrower shall have advised the Agent that it does not meet the conditions specified in either clause (B) or (C) below, the Agent shall promptly notify each Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the Dollar Amount thereof in the case of an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Pro Rata Ratable Share thereof. In such event, the applicable Borrower shall be deemed to have requested a Tranche A Revolving Credit Borrowing of Base Rate Loans Advance to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for 2.01(a) or the principal amount delivery of Base Rate Loans a Notice of Borrowing, but subject to (A) the amount of the unutilized portion aggregate Unused Commitments, (B) no Event of Default having occurred and be continuing, or resulting therefrom, and (C) the conditions specified in Sections 3.02(c) and (d) being satisfied on and as of the Tranche A Revolving Credit Commitments date of the Appropriate Lenders applicable Base Rate Advance and, to the extent so financed, the Borrower’s obligation to satisfy the reimbursement obligation created by such payment by the Issuing Bank on the Honor Date shall be discharged and replaced by the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice)resulting Base Rate Advance. Any notice given by an L/C Issuer any Issuing Bank or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each Appropriate Lender (including any Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the relevant L/C Issuer, in Dollars, applicable Issuing Bank at the Administrative Agent’s Office for payments in an amount equal to its Pro Rata Ratable Share of the Unreimbursed Amount not later than 1:00 4:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Appropriate Lender that so makes funds available shall be deemed to have made a Base Rate Loan Advance to the applicable Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuerapplicable Issuing Bank. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Tranche A Revolving Credit Borrowing of Base Rate Loans Advance because any of the conditions set forth in clauses (A), (B) or (C) of Section 4.02 2.03(c)(i) cannot be satisfied or for any other reason, then not later than 2:30 p.m. on the applicable next Business Day after the day notice of the drawing is given to the Borrower, in the case of a failure to meet any such condition, or in any other case, after notice of the event resulting in the outstanding Unreimbursed Amount, the Borrower shall reimburse such Issuing Bank through the Agent in an amount equal to the amount of such outstanding Unreimbursed Amount with interest thereon. If the Borrower fails to so reimburse such Issuing Bank by such time, the Borrower shall be deemed to have incurred from the relevant L/C Issuer applicable Issuing Bank an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default RateBase Rate in effect from time to time plus the Applicable Rate for Base Rate Advances in effect from time to time plus 2% per annum. In such event, each Appropriate Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer applicable Issuing Bank pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03. (iv) Until each Appropriate Lender funds its Tranche A Revolving Credit Loan Base Rate Advance or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer applicable Issuing Bank for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Ratable Share of such amount shall be solely for the account of the relevant L/C Issuerapplicable Issuing Bank. (v) Each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans Base Rate Advances or L/C Advances to reimburse an L/C Issuer the applicable Issuing Bank for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuersuch Issuing Bank, the applicable Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans Base Rate Advances pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the applicable Borrower of a Committed Loan Notice 2.03(c)(i). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower to reimburse the relevant L/C Issuer applicable Issuing Bank for the amount of any payment made by such L/C Issuer Issuing Bank under any Letter of Credit, together with interest as provided herein. (vi) If any Tranche A Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer applicable Issuing Bank any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), such L/C Issuer 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 such L/C Issuer Issuing Bank at a rate per annum equal to the applicable Overnight greater of the Federal Funds Rate from time to time and a rate determined by such Issuing Bank in effectaccordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by such Issuing Bank in connection with the foregoing. A certificate If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Base Rate Advance included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Issuer Borrowing, as the case may be. A certificate of the applicable Issuing Bank submitted to any Tranche A Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(viclause (vi) 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 relevant L/C Issuer shall notify promptly the applicable Lead Borrower and the Administrative Agent thereof; provided, however, that any failure to give or delay in giving such notice shall not relieve the Borrowers of their obligation to reimburse the L/C Issuer and the Lenders with respect to any such payment. Not later than 11:00 a.m. on the Business Day immediately following date of any payment by an the L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), the applicable Borrower Borrowers shall reimburse such the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing. If the applicable Borrower fails Borrowers fail to so reimburse such the L/C Issuer by such time, the Administrative Agent shall promptly notify each Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the Dollar Amount thereof in the case of an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Pro Rata Share Applicable Percentage thereof. In such event, the applicable Borrower Borrowers shall be deemed to have requested a Tranche A Revolving Credit Committed Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans Loans, but subject to the amount of the unutilized portion of the Tranche A Revolving Credit Commitments of the Appropriate Lenders Loan Cap and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by an the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each Appropriate Lender (including any Lender acting as an L/C Issuer) shall shall, upon any notice pursuant to Section 2.03(c)(i) ), make funds available to the Administrative Agent for the account of the relevant L/C Issuer, in Dollars, Issuer at the Administrative Agent’s Office for payments in an amount equal to its Pro Rata Share Applicable Percentage 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 2.03(c)(iii), each Appropriate Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the applicable Borrower Borrowers in such amount. The Administrative Agent 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 Tranche A Revolving Credit Committed Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the applicable Borrower Borrowers shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and 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 2.03(c)(ii2.03(c)(i) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03. (iv) Until each Appropriate Lender funds its Tranche A Revolving Credit Committed Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share Applicable Percentage of such amount shall be solely for the account of the relevant L/C Issuer. (v) Each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Committed Loans or L/C Advances to reimburse an the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuer, the applicable any Borrower or any other Person for any reason whatsoever; , (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Committed Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the applicable Lead Borrower of a Committed Loan Notice Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower Borrowers to reimburse the relevant L/C Issuer for the amount of any payment made by such the L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Tranche A Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii2.03(c)(i), such the L/C Issuer 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 such the L/C Issuer at a rate per annum equal to the applicable Overnight greater of the Federal Funds Rate from time to time and a rate determined by the L/C Issuer in effectaccordance 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 relevant L/C Issuer submitted to any Tranche A Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(viclause (vi) shall be conclusive absent manifest error.

Drawings and Reimbursements; Funding of Participations. (ia) Upon receipt from the beneficiary of any Letter of Credit of any notice presentation of a drawing together with all required documents under such Letter of Credit, Credit the Issuing Bank shall notify the relevant L/C Issuer shall notify promptly the applicable Borrower and the Administrative Facility Agent thereof. . (b) Not later than 11:00 a.m. 11.00 a.m., on the Business Day immediately following date of any payment by an L/C Issuer the Issuing Bank under a Letter of Credit (each such date, an “Honor Honour Date”), the applicable relevant Borrower shall must reimburse such L/C Issuer the Issuing Bank through the Administrative Facility Agent in an amount equal to the amount of such drawing. drawing and in Hong Kong Dollars. (c) If the applicable relevant Borrower fails to so reimburse such L/C Issuer by such time, the Administrative Issuing Bank in accordance with paragraph (b) above: (i) the Facility Agent shall must promptly notify each Appropriate Lender of the Honor Honour Date, the amount of the unreimbursed drawing (expressed in Dollars in the Dollar Amount thereof in the case of an Alternative Currency) (the “Unreimbursed Amount”), ) and the amount of such Appropriate Lender’s Pro Rata Share L/C Percentage in respect thereof. In such event, ; and (ii) the applicable relevant Borrower shall be deemed to have requested a Tranche A Revolving Credit Borrowing of Base Rate Loans Loan (for a Term to be determined by the Issuing Bank by notice to the Facility Agent) disbursed on the Honor Honour Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 Subclause 5.2(d) (Completion of Requests) for the principal amount of Base Rate Loans the Revolving Credit Loan, but subject to the amount of the unutilized unutilised portion of the Tranche A Revolving Credit Commitments of the Appropriate Lenders aggregate L/C Funding Requirements and the conditions set forth out in Section 4.02 Subclause 4.1 (Conditions precedent) (other than the delivery of a Committed Loan NoticeRequest for Loan). . (d) Any notice given by an L/C Issuer or the Administrative Facility Agent pursuant to this Section 2.03(c)(iparagraph (c) above may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (iie) Each Appropriate Lender (including any Lender acting as an L/C IssuerIssuing Bank) shall upon must on the date falling two Business Days after any notice provided by the Facility Agent pursuant to Section 2.03(c)(iparagraph (c) above make funds available to the Administrative Facility Agent for the account of the relevant L/C Issuer, in Dollars, Issuing Bank at the Administrative Facility Agent’s Office for payments in an amount equal to its Pro Rata Share of the Unreimbursed Amount not later than 1:00 p.m. 1.00 p.m., on the Business Day specified in such notice by the Administrative Facility Agent, whereupon, subject to the provisions of Section 2.03(c)(iii)paragraph (f) below, each Appropriate Lender that so makes such funds available shall be deemed to have made provided a Base Rate Revolving Credit Loan to the applicable relevant Borrower in such amount. The Administrative Agent shall remit accordance with the funds so received deemed request for a Revolving Credit Loan issued pursuant to the relevant L/C Issuersubparagraph (c)(ii) above. (iiif) With respect to any Unreimbursed Amount that is not fully refinanced by a Tranche A Revolving Credit Borrowing of Base Rate Loans Loan, because the conditions set forth out in Section 4.02 Subclause 4.1 (Conditions precedent) cannot be satisfied or for any other reason, the applicable relevant Borrower shall be deemed to have incurred from the relevant L/C Issuer Issuing Bank an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Ratein accordance with Subclause 9.4 (Interest on overdue amounts). In such event, each Appropriate Lender’s payment to the Administrative Facility Agent for the account of the relevant L/C Issuer Issuing Bank pursuant to Section 2.03(c)(iiparagraph (e) above shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03Subclause. (ivg) Until each Appropriate Lender funds its Tranche A Pro Rata Share of a Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) Subclause to reimburse the relevant L/C Issuer Issuing Bank for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of such amount shall be solely for the account of the relevant L/C IssuerIssuing Bank. (vh) Each Tranche A Revolving Credit Lender’s obligation to make Tranche A a Revolving Credit Loans Loan or L/C Advances to reimburse an L/C Issuer the Issuing Bank for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c)Subclause, shall be absolute and unconditional and shall not be affected by any circumstance, including including: (Ai) any setoffset-off, counterclaim, recoupment, defense defence or other right which such Lender may have against the relevant L/C IssuerIssuing Bank, the applicable Borrower Borrower, or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the applicable Borrower of a Committed Loan Notice ). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Tranche A Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), such L/C Issuer 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 such L/C Issuer at a rate per annum equal to the applicable Overnight Rate from time to time in effect. A certificate of the relevant L/C Issuer submitted to any Tranche A Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) 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 relevant L/C Issuer shall notify promptly the applicable Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. (or if the notice of drawing on such Letter of Credit is given after 11:00 a.m., then not later than 12:00 noon on the next succeeding Business Day immediately following Day) on the date of any payment by an the L/C Issuer under a Letter of Credit (each such date, an “"Honor Date”"), the applicable Borrower shall reimburse such the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing. If the applicable Borrower fails to so reimburse such the L/C Issuer by such time, the Administrative Agent shall promptly notify each Appropriate Revolving Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the Dollar Amount thereof in the case of an Alternative Currency) (the “"Unreimbursed Amount”"), and the amount of such Appropriate Revolving Lender’s 's Pro Rata Share thereof. In such event, the applicable Borrower shall be deemed to have requested a Tranche A Revolving Credit Borrowing of Revolving Loans that are Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in in, or the notice requirement of, Section 2.02 2.2 for the principal amount of Base Rate Loans Loans, but subject to the amount of the unutilized portion of the Tranche A Aggregate Revolving Credit Commitments of the Appropriate Lenders and the conditions set forth in Section 4.02 5.2 (other than the delivery of a Committed Loan Notice). Any notice given by an the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i2.3(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each Appropriate Revolving Lender (including any the Revolving Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i2.3(c)(i) make funds available to the Administrative Agent for the account of the relevant L/C Issuer, in Dollars, Issuer at the Administrative Agent’s 's Office for payments in an amount equal to its Pro Rata Share 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 2.03(c)(iii2.3(c)(i) and (iii), each Appropriate Revolving Lender that so makes funds available shall either (A) be deemed to have made a Revolving Loan that is a Base Rate Loan to the applicable Borrower in such amount. The Administrative Agent shall remit amount in accordance with the funds so received to the relevant L/C Issuer. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Tranche A Revolving Credit Borrowing terms of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the applicable Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and 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 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03. (iv) Until each Appropriate Lender funds its Tranche A Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of such amount shall be solely for the account of the relevant L/C Issuer. (v) Each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuer, the applicable Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the applicable Borrower of a Committed Loan Notice ). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Tranche A Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), such L/C Issuer 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 such L/C Issuer at a rate per annum equal to the applicable Overnight Rate from time to time in effect. A certificate of the relevant L/C Issuer submitted to any Tranche A Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent manifest error.Section

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 relevant applicable L/C Issuer shall notify promptly the applicable Borrower and the Administrative applicable Agent thereof. Not later than 11:00 a.m. on the Business Day immediately following date of any payment by an the U.S. L/C Issuer under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by the Australian L/C Issuer under a Letter of Credit to be reimbursed in Australian Dollars (each such date, an “Honor Date”), the applicable Borrower shall reimburse such the applicable L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawingdrawing and in the applicable currency. If the applicable Borrower fails to so reimburse such the L/C Issuer by such time, the Administrative applicable L/C Issuer shall promptly notify the applicable Agent, and the applicable Agent shall promptly notify each Appropriate applicable Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the Dollar Amount thereof case of a U.S. Letter of Credit or in Australian Dollars in the case of an Alternative CurrencyAustralian Letter of Credit) (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Pro Rata Share Applicable Percentage thereof. In such event, the applicable Borrower shall be deemed to have requested a Tranche A Revolving Credit Committed Borrowing of Base Rate Loans or BBSY Loans, as the case may be, to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans or BBSY Loans, as the case may be, but subject to the amount of the unutilized portion of the Tranche A Revolving Credit Aggregate 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 an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each Appropriate applicable Lender (including any Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative applicable Agent for the account of the relevant applicable L/C Issuer, in Dollars or Australian Dollars, as applicable, at the Administrative Agent’s Office for Dollar-denominated payments or at the Australian Administrative Agent’s Office for Australian Dollar-denominated payments, as the case may be, in an amount equal to its Pro Rata Share Applicable Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative applicable Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Appropriate Lender that so makes funds available shall be deemed to have made a Base Rate Committed Loan or BBSY Committed Loan, as the case may be, to the applicable Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant U.S. L/C IssuerIssuer in Dollars and the Australian Administrative Agent shall remit the funds so received to the Australian L/C Issuer in Australian Dollars. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Tranche A Revolving Credit Committed Borrowing of Base Rate Loans or BBSY Loans, as the case may be, because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the applicable Borrower shall be deemed to have incurred from the relevant applicable L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Appropriate Lender’s payment to the Administrative applicable Agent for the account of the relevant applicable L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03. (iv) Until each Appropriate Lender funds its Tranche A Revolving Credit Committed Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant applicable L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share Applicable Percentage of such amount shall be solely for the account of the relevant applicable L/C Issuer. (v) Each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Committed Loans or L/C Advances to reimburse an the applicable L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant such L/C Issuer, the applicable Borrower Company, any Subsidiary of the Company or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Committed Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the applicable Borrower Company of a Committed Loan Notice Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower to reimburse the relevant applicable L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Tranche A Revolving Credit Lender fails to make available to the Administrative applicable Agent for the account of the relevant applicable L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), such L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative applicable 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 such L/C Issuer at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by 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 relevant applicable L/C Issuer submitted to any Tranche A Revolving Credit Lender (through the Administrative applicable Agent) with respect to any amounts owing under this Section 2.03(c)(viclause (vi) shall be conclusive absent manifest error.

Drawings and Reimbursements; Funding of Participations. (i) With respect to any Letter of Credit: (A) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the applicable relevant Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. 12:00 noon on the second Business Day immediately following any payment by an L/C Issuer under a Letter of Credit with notice to that Borrower (each such date, an “Honor Date”), the applicable that Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing in Dollars (it being understood that in the case of a Letter of Credit denominated in an Available Currency other than Dollars, the amount of such Letter of Credit shall be determined by taking the Dollar Equivalent, calculated by the Administrative Agent, of such Letter of Credit); provided that if such reimbursement is not made on the date of drawing, such Borrower shall pay interest to the relevant L/C Issuer on such amount at the rate applicable to Base Rate Loans (in the case of a Letter of Credit denominated in Dollars) or Eurocurrency Rate Loans with an Interest Period of one month (in the case of a Letter of Credit 95007600_2 denominated in an Available Currency other than Dollars) under the applicable Participating Revolving Credit Commitments (without duplication of interest payable on L/C Borrowings). The L/C Issuer shall notify the applicable Borrower of the Dollar Equivalent of the drawing promptly following the determination or revaluation thereof. If the applicable that Borrower fails to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the Dollar Amount Equivalent, calculated by the Administrative Agent, thereof in the case of an Alternative CurrencyAvailable Currency other than Dollars) (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Pro Rata Share or other applicable share provided for under this Agreement thereof. In such event, (x) in the applicable case of an Unreimbursed Amount denominated in Dollars, such Borrower shall be deemed to have requested a Tranche A Revolving Credit Borrowing of Base Rate Loans and (y) in the case of an Unreimbursed Amount denominated in an Available Currency (other than Dollars), such Borrower shall be deemed to have requested a Revolving Credit Borrowing of Eurocurrency Rate Loans with an interest period of one month, in each case, under the Participating Revolving Credit Commitments to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans but subject to the amount of the unutilized portion of the Tranche A Participating Revolving Credit Commitments of the Appropriate Lenders and the conditions set forth in Section 4.02 4.03 (other than the delivery of a Committed Loan Notice). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i2.03(c)(i)(A) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (iiB) Each Appropriate Lender (including any Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i2.03(c)(i)(A) make funds available to the Administrative Agent for the account of the relevant L/C Issuer, Issuer in Dollarsthe Available Currency applicable to the Class of Commitments under which such Letter of Credit is issued, at the Administrative Agent’s Office for payments in an amount equal to its Pro Rata Share or other applicable share provided for under this Agreement of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, Agent whereupon, subject to the provisions of Section 2.03(c)(iii2.03(c)(i)(C), each Appropriate Lender that so makes funds available shall be deemed to have made made, in the case of an Unreimbursed Amount denominated in Dollars, a Base Rate Loan, and, in the case of an Unreimbursed Amount denominated in an Available Currency (other than Dollars), a Eurocurrency Rate Loan with an Interest Period of one month, under the Participating Revolving Credit Commitments to the applicable a Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer. (iiiC) With respect to any Unreimbursed Amount that is not fully refinanced by a Tranche A Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 4.03 cannot be satisfied or for any other reason, the applicable relevant Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount Dollar Equivalent of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and 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 2.03(c)(ii2.03(c)(i)(B) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03. (ivD) Until each Appropriate Lender funds its Tranche A Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c2.03(c)(i) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such amount shall be solely for the account of the relevant L/C Issuer. (vE) Each Tranche A Participating Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c2.03(c)(i), shall be absolute and unconditional and shall not be affected by any circumstance, including including: (A1) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuer, the applicable any Borrower or any other Person for any reason whatsoever; (B2) the occurrence or continuance of a DefaultDefault or an Event of Default or the failure to 95007600_2 satisfy any of the other conditions specified in Article IV; (3) any adverse change in the condition (financial or otherwise) of the Loan Parties; (4) any breach of this Agreement or any other Loan Document by any Borrower, any other Loan Party or any other L/C Issuer; or (C5) any other circumstance, occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Tranche A Participating Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans pursuant to this Section 2.03(c2.03(c)(i) is subject to the conditions set forth in Section 4.02 4.03 (other than delivery by the applicable relevant Borrower of a Committed Loan Notice Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable relevant Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein. (viF) If any Tranche A Participating Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c2.03(c)(i) by the time specified in Section 2.03(c)(ii2.03(c)(i)(B), such L/C Issuer 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 such L/C Issuer at a rate per annum equal to the applicable Overnight Rate from time to time in effect. A certificate of the relevant L/C Issuer submitted to any Tranche A Participating Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi2.03(c)(i)(F) shall be conclusive absent manifest error. (ii) With respect to any Alternative Letter of Credit: (A) Upon receipt from the beneficiary of any Alternative Letter of Credit of any notice of a drawing under such Alternative Letter of Credit, the relevant Alternative L/C Issuer shall notify promptly the relevant Borrower and the Administrative Agent thereof. Not later than 12:00 noon on the second Business Day following any payment by an Alternative L/C Issuer under an Alternative Letter of Credit with notice to that Borrower, that Borrower shall reimburse such Alternative L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing in Dollars (it being understood that in the case of an Alternative Letter of Credit denominated in an Available Currency other than Dollars, the amount of such Alternative Letter of Credit shall be determined by taking the Dollar Equivalent, calculated by the Administrative Agent, of such Alternative Letter of Credit); provided that if such reimbursement is not made on the date of drawing, such Borrower shall pay interest to the relevant Alternative L/C Issuer on such amount at the rate applicable to Base Rate Loans (in the case of a Letter of Credit denominated in Dollars) or Eurocurrency Rate Loans with an Interest Period of one month (in the case of a Letter of Credit denominated in an Available Currency other than Dollars) under the applicable Revolving Credit Commitments (without duplication of interest payable on Alternative L/C Borrowings). The Alternative L/C Issuer shall notify the applicable Borrower of the Dollar Equivalent of the drawing promptly following the determination or revaluation thereof (such amount, the “Drawn Amount”). Any notice given by an Alternative L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(ii)(A) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (B) A Borrower may elect to fund all or part of any Drawn Amount by way of a Revolving Credit Borrowing. For the purposes of any such Revolving Credit Borrowing, (1) such Borrower shall, at the same time as it delivers a Request for Credit Extension in respect thereof, notify the Administrative Agent that the Revolving Credit Borrowing is for the purpose of funding the applicable Borrower’s reimbursement obligations in respect of such Drawn Amount, and (2) for purposes of calculating the Pro Rata Share of the Revolving Credit Lender that has issued the Alternative Letter of Credit under which such Drawn Amount is payable, the participation of such Revolving Credit Lender in such Alternative Letter of Credit shall not be deducted from such Revolving Credit Lender’s Revolving Credit Commitment under such Facility and such Revolving Credit Lender’s Pro Rata Share of such Revolving Credit Borrowing under such Facility shall be treated as if applied in or towards repayment of the Drawn Amount so that such Revolving Credit Lender will not be required to make a cash payment under Section 2.12 in respect of its participation in 95007600_2 the relevant Revolving Credit Borrowing under such Facility to the extent such Revolving Credit Borrowing is in an amount not exceeding such Drawn Amount.

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 relevant L/C Issuer shall notify promptly the applicable Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. on the Business Day immediately following date of any payment by an the L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), the applicable Borrower shall reimburse such the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawingdrawing (provided that if the L/C Issuer has not provided the Borrower with at least one Business Day’s notice of a drawing under a Letter of Credit, the Borrower’s reimbursement obligation to the L/C Issuer shall be postponed until the first Business Day following the date that the Borrower receives such notice so long as the Borrower pays interest on the amount paid by the L/C Issuer at the Base Rate plus the Applicable Rate for such day). If the applicable Borrower fails to so reimburse such the L/C Issuer by such time, the Administrative Agent shall promptly notify each Appropriate Revolving Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the Dollar Amount thereof in the case of an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such Appropriate Revolving Lender’s Pro Rata Share Applicable Revolving Percentage thereof. In such event, the applicable Borrower shall be deemed to have requested a Tranche A Revolving Credit Committed Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans Loans, but subject to the amount of the unutilized portion of the Tranche A 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 an the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each Appropriate Revolving Lender (including any Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer, in Dollars, Issuer at the Administrative Agent’s Office for payments in an amount equal to its Pro Rata Share Applicable Revolving Percentage 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 2.03(c)(iii), each Appropriate Revolving Lender that so makes funds available shall be deemed to have made a Base Rate Committed Loan to the applicable Borrower in such amount. The Administrative Agent 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 Tranche A Revolving Credit Committed Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the applicable Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Appropriate Revolving Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 2.03. (iv) Until each Appropriate Revolving Lender funds its Tranche A Revolving Credit Committed Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Revolving Lender’s Pro Rata Share Applicable Revolving Percentage of such amount shall be solely for the account of the relevant L/C Issuer. (v) Each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Committed Loans or L/C Advances to reimburse an the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Revolving Lender may have against the relevant L/C Issuer, the applicable Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Committed Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the applicable Borrower of a Committed Loan Notice Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such the L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Tranche A Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Revolving Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), such then, without limiting the other provisions of this Agreement, the L/C Issuer 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 such the L/C Issuer at a rate per annum equal to the applicable Overnight greater of the Federal Funds Rate from time to time and a rate determined by the L/C Issuer in effectaccordance 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 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 relevant L/C Issuer submitted to any Tranche A Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(viclause (vi) shall be conclusive presumptively correct 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 relevant L/C Issuer shall notify promptly the applicable Borrower Parent and the Administrative Agent thereof. Not later than 11:00 a.m. 2:00 p.m. on the Business Day immediately following any receipt of such notice by Parent of a payment by an such L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), the applicable Borrower Borrowers shall reimburse reimburse, on a joint and several basis, such L/C Issuer through the Administrative Agent (or directly to such L/C Issuer with a written notice to the Administrative Agent) in an amount equal to the amount of such drawingdrawing in Dollars; provided that the Borrowers may request aan Extended Revolving Credit Borrowing pursuant to ‎Section 2.02 in lieu of such reimbursement. If the applicable Borrower fails Borrowers fail to so reimburse such L/C Issuer by such time, the L/C Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify each Appropriate Extended Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the Dollar Amount thereof in the case of an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such Appropriate Extended Revolving Credit Lender’s Pro Rata Share thereof. In such event, the applicable Borrower Parent shall be deemed to have requested a Tranche A aan Extended Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section ‎Section 2.02 for the principal amount of Base Rate Loans but subject to the amount of the unutilized portion of the Tranche A Extended Revolving Credit Commitments of the Appropriate Extended Revolving Credit Lenders and the conditions set forth in Section ‎Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i‎Section 2.03(c) may be given by telephone if immediately confirmed in writing; provided provided, that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each Appropriate Extended Revolving Credit Lender (including any Lender acting as an L/C Issuer) shall upon any notice pursuant to Section ‎Section 2.03(c)(i) make funds available to in Dollars (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer, in Dollars, Issuer at the Administrative Agent’s Office for payments in an amount equal to its Pro Rata Share 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 ‎Section 2.03(c)(iii), each Appropriate Extended Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the applicable Borrower Borrowers in such amount. The Administrative Agent 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 Tranche A aan Extended Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section ‎Section 4.02 cannot be satisfied or for any other reason, the applicable Borrower Borrowers shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Appropriate Extended Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section ‎Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section ‎Section 2.03. (iv) Until each Appropriate a Extended Revolving Credit Lender funds its Tranche A Extended Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(cclause ‎(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of such amount shall be solely for the account of the relevant L/C Issuer. (v) Each Tranche A Extended Revolving Credit Lender’s obligation to make Tranche A Extended Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c)Section, shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any A)any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuer, the applicable Borrower Borrowers or any other Person for any reason whatsoever; (B) the B)the occurrence or continuance of a Default; (C)the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; or (C) any D)any other occurrence, event or condition, whether or not similar to any of the foregoing, including without limitation, any of the events specified in ‎Section 2.03(e); provided provided, that each Tranche A Extended Revolving Credit Lender’s obligation to make Tranche A Extended Revolving Credit Loans pursuant to this Section ‎Section 2.03(c) is subject to the conditions set forth in Section ‎Section 4.02 (other than delivery by the applicable Borrower Parent of a Committed Loan Notice Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower Borrowers to reimburse reimburse, on a joint and several basis, the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Tranche A Extended Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section ‎Section 2.03(c) by the time specified in Section ‎Section 2.03(c)(ii), then, without limiting the other provisions of this agreement, such L/C Issuer 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 such L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the applicable Overnight Rate from time to time L/C Issuer in effectaccordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by 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 Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the relevant L/C Issuer submitted to any Tranche A Extended Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi‎Section 2.03(c)(iv) shall be conclusive absent manifest error. (vii) On the Amendment No. 5 Operative7 Effective Date, the participations in any outstanding Letters of Credit shall be reallocated so that after giving effect thereto the Non-Extended Revolving Credit Lenders and the Extended Revolving Credit Lenders shall share ratably in the L/C Obligations in accordance with their respective Pro Rata Shares of the aggregate Revolving Credit Commitments (including both the Non-Extended Revolving Credit Commitments and the Extended Revolving Credit Commitments from time to time in effect). Thereafter, until the Maturity Date with respect to the Non-Extended Revolving Credit Facility, the participations in any new Letters of Credit shall be allocated ratably in accordance with the Revolving Credit Lenders’ respective Pro Rata Shares of the aggregate Revolving Credit Commitments (including both the Non-Extended Revolving Credit Commitments and the Extended Revolving Credit Commitments). On the Maturity Date with respect to the Non-Extended Revolving Credit Facility, the participations in the outstanding Letters of Credit of the Non-Extended Revolving Credit Lenders shall be reallocated to the Extended Revolving Credit Lenders ratably in accordance with their Pro Rata Share of the Extended Revolving Credit Commitments but in any case, only to the extent the sum of the participations in the outstanding Letters of Credit of the Non-Extended Revolving Credit Lenders and Extended Revolving Credit Lenders does not exceed the lesser of the Letter of Credit Sublimit and the total unutilized Extended Revolving Credit Commitments at such time. Commencing with the Maturity Date with respect to the Non-Extended Revolving Credit Facility, the Letter of Credit Sublimit shall be the lesser of (x) $30 million and (y) the aggregate amount of the Extended Revolving Credit Commitments at such time. If the reallocation described above cannot, or can only partially, be effected as a result of the limitations set forth herein, the Borrowers shall Cash Collateralize of any such Letter of Credit in accordance with Section 2.03(g)..

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 relevant L/C Issuer shall notify promptly the applicable relevant Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. on the second Business Day immediately following any payment by an L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), the applicable Borrower Borrowers shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing, together with interest on the amount so paid or disbursed by such L/C Issuer, to the extent not reimbursed on the date of such payment of disbursement. If the applicable Borrower fails to so Borrowers do not reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the Dollar Amount thereof in the case of an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such Appropriate LenderXxxxxx’s Pro Rata Share thereof. In such event, the applicable Borrower Borrowers shall be deemed to have requested a Tranche A Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans but subject to the amount of the unutilized portion of the Tranche A 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 an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each Appropriate Lender (including any Appropriate Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the relevant L/C Issuer, in Dollars, at the Administrative Agent’s Office for payments in an amount equal to its Pro Rata Share 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 2.03(c)(iii), each Appropriate Lender that so makes funds available shall be deemed to have 193389590_5 made a Base Rate Loan to the applicable Borrower Borrowers in such amount. The Administrative Agent 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 Tranche A Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the applicable Borrower Borrowers shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and 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 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03. (iv) Until each Appropriate Lender funds its Tranche A Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such LenderXxxxxx’s Pro Rata Share of such amount shall be solely for the account of the relevant L/C Issuer. (v) Each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuer, the applicable any Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the applicable Borrower Company of a Committed Loan Notice Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower Borrowers to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Tranche A Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), such L/C Issuer 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 such L/C Issuer at a rate per annum equal to the applicable Overnight Federal Funds Rate from time to time in effect. A certificate of the relevant L/C Issuer submitted to any Tranche A Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent manifest error.

Drawings and Reimbursements; Funding of Participations. (ia) Upon receipt from the beneficiary of any Letter of Credit of any notice presentation of a drawing together with all required documents under such Letter of Credit, Credit the Issuing Bank shall notify the relevant L/C Issuer shall notify promptly the applicable Borrower and the Administrative Facility Agent thereof. . (b) Not later than 11:00 a.m. 11.00 a.m., on the Business Day immediately following date of any payment by an L/C Issuer the Issuing Bank under a Letter of Credit (each such date, an “Honor Honour Date”), the applicable relevant Borrower shall must reimburse such L/C Issuer the Issuing Bank through the Administrative Facility Agent in an amount equal to the amount of such drawing. drawing and in Hong Kong Dollars. (c) If the applicable relevant Borrower fails to so reimburse such L/C Issuer by such time, the Administrative Issuing Bank in accordance with paragraph (b) above: (i) the Facility Agent shall must promptly notify each Appropriate Lender of the Honor Honour Date, the amount of the unreimbursed drawing (expressed in Dollars in the Dollar Amount thereof in the case of an Alternative Currency) (the “Unreimbursed Amount”), ) and the amount of such Appropriate Lender’s Pro Rata Share L/C Percentage in respect thereof. In such event, ; and (ii) the applicable relevant Borrower shall be deemed to have requested a Tranche A Revolving Credit Borrowing of Base Rate Loans Loan (for a Term to be determined by the Issuing Bank by notice to the Facility Agent) disbursed on the Honor Honour Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 Subclause 19.2(d) (Completion of Requests) for the principal amount of Base Rate Loans the Revolving Credit Loan, but subject to the amount of the unutilized unutilised portion of the Tranche A Revolving Credit Commitments of the Appropriate Lenders aggregate L/C Funding Requirements and the conditions set forth out in Section 4.02 Subclause 18.1 (Conditions precedent) (other than the delivery of a Committed Loan NoticeRequest for Loan). . (d) Any notice given by an L/C Issuer or the Administrative Facility Agent pursuant to this Section 2.03(c)(iparagraph (c) above may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (iie) Each Appropriate Lender (including any Lender acting as an L/C IssuerIssuing Bank) shall upon must on the date falling two Business Days after any notice provided by the Facility Agent pursuant to Section 2.03(c)(iparagraph (c) above make funds available to the Administrative Facility Agent for the account of the relevant L/C Issuer, in Dollars, Issuing Bank at the Administrative Facility Agent’s Office for payments in an amount equal to its Pro Rata Share of the Unreimbursed Amount not later than 1:00 p.m. 1.00 p.m., on the Business Day specified in such notice by the Administrative Facility Agent, whereupon, subject to the provisions of Section 2.03(c)(iii)paragraph (f) below, each Appropriate Lender that so makes such funds available shall be deemed to have made provided a Base Rate Revolving Credit Loan to the applicable relevant Borrower in such amount. The Administrative Agent shall remit accordance with the funds so received deemed request for a Revolving Credit Loan issued pursuant to the relevant L/C Issuersubparagraph (c)(ii) above. (iiif) With respect to any Unreimbursed Amount that is not fully refinanced by a Tranche A Revolving Credit Borrowing of Base Rate Loans Loan, because the conditions set forth out in Section 4.02 Subclause 18.1 (Conditions precedent) cannot be satisfied or for any other reason, the applicable relevant Borrower shall be deemed to have incurred from the relevant L/C Issuer Issuing Bank an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Ratein accordance with Subclause 23.4 (Interest on overdue amounts). In such event, each Appropriate Lender’s payment to the Administrative Facility Agent for the account of the relevant L/C Issuer Issuing Bank pursuant to Section 2.03(c)(iiparagraph (e) above shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03Subclause. (ivg) Until each Appropriate Lender funds its Tranche A Pro Rata Share of a Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) Subclause to reimburse the relevant L/C Issuer Issuing Bank for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of such amount shall be solely for the account of the relevant L/C IssuerIssuing Bank. (vh) Each Tranche A Revolving Credit Lender’s obligation to make Tranche A a Revolving Credit Loans Loan or L/C Advances to reimburse an L/C Issuer the Issuing Bank for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c)Subclause, shall be absolute and unconditional and shall not be affected by any circumstance, including including: (Ai) any setoffset-off, counterclaim, recoupment, defense defence or other right which such Lender may have against the relevant L/C IssuerIssuing Bank, the applicable Borrower Borrower, or any other Person for any reason whatsoever; ; (Bii) the occurrence or continuance of a Default, or ; (Ciii) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans pursuant to this Section 2.03(c) Subclause is subject to the conditions set forth out in Section 4.02 Subclause 18.1 (Conditions precedent) and Subclause 19.3 (Advance of Loan) (other than delivery by the applicable relevant Borrower of a Committed Loan Notice Request for Loan). No such making of an L/C Advance a Revolving Credit Loan shall relieve or otherwise impair the obligation of the applicable relevant Borrower to reimburse the relevant L/C Issuer Issuing Bank for the amount of any payment made by such L/C Issuer that Issuing Bank under any Letter of Credit, together with interest as provided hereinunder this Agreement. (vii) If any Tranche A Revolving Credit Lender fails to make available to the Administrative Facility Agent for the account of the relevant L/C Issuer Issuing Bank any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) and by the time specified in Section 2.03(c)(ii)this Subclause, such L/C Issuer the Issuing Bank shall be entitled to recover from such Lender (acting through the Administrative Facility 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 such L/C Issuer that Issuing Bank at a rate per annum equal to the applicable Overnight Rate HIBOR from time to time in effect. A certificate of the relevant L/C Issuer Issuing Bank submitted to any Tranche A Revolving Credit Lender (through the Administrative Facility Agent) with respect to any amounts owing under this Section 2.03(c)(viparagraph (i) 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 relevant affected L/C Issuer shall notify promptly the applicable Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. on the Business Day immediately following date of any payment by an the affected L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), the applicable Borrower shall reimburse such L/C Issuer through directly (in accordance with the Administrative Agent terms of such L/C Issuer’s Letter of Credit documentation) in an amount equal to the amount of such drawing. If the applicable Borrower fails to so reimburse such L/C Issuer by such time, such L/C Issuer shall promptly notify the Administrative Agent shall promptly notify each Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the Dollar Amount thereof in the case of an Alternative Currency) (the “Unreimbursed Amount”), and the Administrative Agent shall promptly notify each Lender of the Honor Date, Unreimbursed Amount, and the amount of such Appropriate Lender’s Pro Rata Share Applicable Percentage thereof. In such event, the applicable Borrower shall be deemed to have requested a Tranche A Revolving Credit Committed Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans Loans, but subject to the amount of the unutilized portion of the Tranche A Revolving Credit Aggregate 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 an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each Appropriate Lender (including any Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant affected L/C Issuer, in Dollars, Issuer at the Administrative Agent’s Office for payments in an amount equal to its Pro Rata Share Applicable Percentage of the Unreimbursed Amount not later than 1:00 p.m. 10:00 a.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Appropriate Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the applicable Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant affected L/C Issuer. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Tranche A Revolving Credit Committed Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the applicable Borrower shall be deemed to have incurred from the relevant affected L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and 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 affected L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03. (iv) Until each Appropriate Lender funds its Tranche A Revolving Credit Committed Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant affected L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share Applicable Percentage of such amount shall be solely for the account of the relevant affected L/C Issuer. (v) Each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Committed Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant such L/C Issuer, the applicable Borrower or any other Person for any reason whatsoever; (B) as to L/C Advances, the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Committed Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the applicable Borrower of a Committed Loan Notice Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower to reimburse the relevant an L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Tranche A Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant an L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer 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 such L/C Issuer at a rate per annum equal to the applicable Overnight greater of the Federal Funds Rate from time to time and a rate determined by such L/C Issuer in effectaccordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by 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 relevant an L/C Issuer submitted to any Tranche A Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(viclause (vi) 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 relevant L/C Issuer shall notify promptly the applicable Borrower Company and the Administrative Agent thereof. Not later than 11:00 a.m. on the one (1) Business Day immediately following the date of any payment by an the L/C Issuer under a Letter of Credit to be reimbursed in Dollars, (each such date, an “Honor Date”), the applicable Borrower Company shall reimburse such the L/C Issuer through the Administrative Agent in an amount in Dollars equal to the amount of such drawing, plus interest thereon at the Base Rate from the Honor Date to the date of reimbursement by the Company. If the applicable Borrower Company fails to so reimburse such the L/C Issuer by such time, the Administrative Agent shall promptly notify each Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the Dollar Amount thereof in the case of an Alternative Currency) plus interest thereon as set forth above (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Pro Rata Share Applicable Percentage thereof. In such event, the applicable Borrower Company shall be deemed to have requested a Tranche A Revolving Credit Committed Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans Loans, but subject to the amount of the unutilized portion of the Tranche A Revolving Credit Aggregate 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 an the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each Appropriate Lender (including any Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the relevant L/C Issuer, in Dollars, at the Administrative Agent’s Office for Dollar-denominated payments in an amount equal to its Pro Rata Share Applicable Percentage 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 2.03(c)(iii), each Appropriate Lender that so makes funds available shall be deemed to have made a Base Rate Committed Loan to the applicable Borrower Company in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C IssuerIssuer in Dollars. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Tranche A Revolving Credit Committed Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 (Conditions to all Credit Extensions) cannot be satisfied or for any other reason, the applicable Borrower Company shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and 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 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03. (iv) Until each Appropriate Lender funds its Tranche A Revolving Credit Committed Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share Applicable Percentage of such amount shall be solely for the account of the relevant L/C Issuer. (v) Each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Committed Loans or L/C Advances to reimburse an the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuer, the applicable Borrower Company, any Subsidiary or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Committed Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the applicable Borrower Company of a Committed Loan Notice Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower Company to reimburse the relevant L/C Issuer for the amount of any payment made by such the L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Tranche A Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), such the L/C Issuer 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 such the L/C Issuer at a rate per annum equal to the applicable Overnight Rate from time to time in effect. A certificate of the relevant L/C Issuer submitted to any Tranche A Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(viclause (vi) 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 any Letter of Credit, the relevant L/C Issuer shall notify promptly the applicable Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. a.m., New York time, on the Business Day immediately following date of any payment by an the L/C Issuer under a Letter of Credit (each such date, an “"Honor Date”"), the applicable Borrower shall reimburse such the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawingdrawing in Dollars in Same Day Funds. If the applicable Borrower fails to so reimburse such the L/C Issuer by such time, the Administrative Agent shall promptly notify each Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the Dollar Amount thereof in the case of an Alternative Currency) (the “"Unreimbursed Amount”"), and such Lender's Pro Rata Share thereof and, in accordance with the following sentence, whether a Swing Line Borrowing or a Revolving Borrowing will be made to repay the Unreimbursed Amount or whether, pursuant to Section 2.03(c)(iii), an L/C Borrowing in the amount of the Unreimbursed Amount shall be deemed incurred by the Borrower and that each Lender shall participate in such Appropriate Lender’s L/C Borrowing in accordance with its Pro Rata Share thereofShare. In such event, the applicable Borrower shall be deemed to have requested a Tranche A Swing Line Borrowing, without regard to the minimum and multiples specified in Section 2.04, or, if the Unreimbursed Amount is greater than the amount available for Swing Line Borrowings under the Swing Line Sublimit, a Revolving Credit Borrowing of Base Rate Loans Borrowing, without regard to the minimum and multiples specified in Section 2.02, to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified but subject, in Section 2.02 for the principal amount of Base Rate Loans but subject each case, to the amount of the unutilized portion of the Tranche A Revolving Credit Commitments of the Appropriate Lenders Aggregate Commitments, and the conditions set forth in Section 4.02 (other than the delivery of a Committed Revolving Loan Notice). Any notice given by an the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) shall constitute a notice under Section 2.04(b) or a Revolving Loan Notice, respectively, and may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each Appropriate Lender (including any Lender acting The Swing Line Lender, if a Swing Line Borrowing can be made as an L/C Issuer) shall upon any notice determined by the Administrative Agent pursuant to Section 2.03(c)(i) ), shall make funds available to the Administrative Agent for the account of the relevant L/C Issuer at the Administrative Agent's Office in an amount equal to the Unreimbursed Amount, not later than 2:00 p.m., New York time, on the Business Day specified in such notice by the Administrative Agent. In the event the Administrative Agent determines that a Swing Line Borrowing is not so available and its notice pursuant to Section 2.03(c)(i) indicates that in the alternative a Revolving Borrowing or an L/C Borrowing is to be made, each Lender (including the Lender acting as L/C Issuer, ) shall upon receipt of any such notice pursuant to Section 2.03(c)(i) make funds in Dollars, Dollars available to the Administrative Agent for the account of the L/C Issuer at the Administrative Agent’s 's Office for payments in an the amount equal to its Pro Rata Share of the Unreimbursed Amount not later than 1:00 p.m. 2:00 p.m., New York time, on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Appropriate Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the applicable Borrower in such amount. The Administrative Agent shall remit the funds so received from either the Swing Line Lender or the Lenders, as applicable, to the relevant L/C Issuer. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Tranche A Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the applicable Borrower shall be deemed to have incurred from the relevant L/C Issuer an a L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Appropriate Lender’s 's payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its risk participation in such L/C Borrowing and shall constitute an a L/C Advance from such Lender in satisfaction of its risk participation obligation in such L/C Borrowing under this Section 2.03. (iv) Until each Appropriate Lender funds its Tranche A Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount Unreimbursed Amount drawn under any Letter of CreditCredit or to fund its participation therein, as the case may be, interest in respect of such Lender’s 's Pro Rata Share of such amount shall be solely for the account of the relevant L/C Issuer. (v) Each Tranche A Revolving Credit Lender’s 's obligation to make Tranche A Revolving Credit Loans or L/C Advances to reimburse an the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoffset-off, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuer, the applicable Borrower 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 provided, however, that each Tranche A Revolving Credit Lender’s 's obligation to make Tranche A Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by 4.02. Any such reimbursement with the applicable Borrower proceeds of a Committed Loan Notice ). No such making of an Revolving Loans or L/C Advance Advances shall not relieve or otherwise impair the obligation of the applicable Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such the L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Tranche A Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), such the L/C Issuer 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 such the L/C Issuer at a rate per annum equal to the applicable Overnight Federal Funds Rate from time for three (3) Business Days and thereafter at a rate per annum equal to time in effectthe Default Rate. A certificate of the relevant L/C Issuer submitted to any Tranche A Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(viclause (vi) shall be conclusive absent manifest demonstrable 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 relevant L/C Issuer shall notify promptly the applicable Borrower Borrowers and the Administrative Agent thereof. Not later than 11:00 a.m. on the Business Day immediately following date of any payment by an the L/C Issuer under a Letter of Credit (or, with respect to any IRB 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 applicable Borrower Borrowers shall reimburse such the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing. If the applicable Borrower fails Borrowers fail to so reimburse such the L/C Issuer by such time, the Administrative Agent shall promptly notify each Appropriate Revolving Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the Dollar Amount thereof in the case of an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such Appropriate Revolving Lender’s Pro Rata Share Applicable Percentage thereof. In such event, the applicable Borrower Borrowers shall be deemed to have requested a Tranche A Revolving Credit Committed Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans Loans, but subject to the amount of the unutilized portion of the Tranche A Revolving Credit Aggregate Commitments of the Appropriate Lenders and the conditions set forth in Section 4.02 (other than Section 4.02(b) and the delivery of a Committed Loan Notice). Any notice given by an the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each Appropriate Revolving Lender (including any Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer, in Dollars, Issuer at the Administrative Agent’s Office for payments in an amount equal to its Pro Rata Share Applicable Percentage 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 2.03(c)(iii), each Appropriate Revolving Lender that so makes funds available shall be deemed to have made a Base Rate Committed Loan to the applicable Borrower Borrowers in such amount. The Administrative Agent 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 Tranche A Revolving Credit Committed Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the applicable Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and 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 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03. (iv) Until each Appropriate Lender funds its Tranche A Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of such amount shall be solely for the account of the relevant L/C Issuer. (v) Each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuer, the applicable Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the applicable Borrower of a Committed Loan Notice ). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Tranche A Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), such L/C Issuer 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 such L/C Issuer at a rate per annum equal to the applicable Overnight Rate from time to time in effect. A certificate of the relevant L/C Issuer submitted to any Tranche A Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent manifest error.Section

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 relevant applicable L/C Issuer shall notify promptly the applicable Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. on thereof and of the Business Day immediately following any payment by an date that the L/C Issuer is to make payment under a the applicable Letter of Credit (each such payment date, an the “Honor Date”). Not later than 12:00 noon on the Honor Date (if the Borrower has received notice of such drawing prior to 10:00 a.m. on the Honor Date), the applicable Borrower shall reimburse such the applicable L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing; provided, however, if such notice has not been received by the Borrower prior to 10:00 a.m. on the Honor Date, the Borrower shall so reimburse the applicable L/C Issuer through the Administrative Agent not later than 12:00 noon on the Business Day immediately following the day that the Borrower receives such notice. If the applicable Borrower fails to so reimburse such the applicable L/C Issuer by such time, the Administrative Agent shall promptly notify each Appropriate Lender having a Revolving Commitment of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the Dollar Amount thereof in the case of an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Pro Rata Share Applicable Percentage thereof. In such event, the applicable Borrower shall be deemed to have requested a Tranche A Revolving Credit Borrowing of Base Rate Revolving Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans Committed Loans, but subject to the amount of the unutilized portion of the Tranche A Aggregate Revolving Credit Commitments of the Appropriate Lenders and the conditions set forth in Section 4.02 5.02 (other than the delivery of a Committed Loan Notice). Any notice given by an the applicable L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each Appropriate Lender (including any Lender acting as an L/C Issuer) having a Revolving Commitment shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the relevant applicable L/C Issuer, in Dollars, Issuer at the Administrative Agent’s Office for payments in an amount equal to its Pro Rata Share Applicable Percentage 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 2.03(c)(iii), each Appropriate Lender that so makes funds available shall be deemed to have made a Base Rate Revolving Loan to the applicable Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant applicable L/C Issuer. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Tranche A Revolving Credit Borrowing of Base Rate Revolving Loans because the conditions set forth in Section 4.02 5.02 (other than delivery of a Committed Loan Notice) cannot be satisfied or for any other reason, the applicable Borrower shall be deemed to have incurred from the relevant applicable L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and 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 applicable L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03. (iv) Until each Appropriate Lender funds its Tranche A Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant applicable L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share Applicable Percentage of such amount shall be solely for the account of the relevant applicable L/C Issuer. (v) Each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans or L/C Advances to reimburse an the applicable L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant applicable L/C Issuer, the applicable Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 5.02 (other than delivery by the applicable Borrower of a Committed Loan Notice Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower to reimburse the relevant applicable L/C Issuer for the amount of any payment made by such the applicable L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Tranche A Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant applicable L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), such the applicable L/C Issuer 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 such the applicable L/C Issuer at a rate per annum equal to the applicable Overnight Federal Funds Rate from time to time in effect. A certificate of the relevant applicable L/C Issuer submitted to any Tranche A Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(viclause (vi) 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 relevant L/C Issuer shall promptly notify promptly the applicable Borrower and the Administrative Agent thereofthereof and provide copies of the documentation submitted in connection with such drawing. Not later than 11:00 a.m. on the Business Day immediately following date of any payment by an the L/C Issuer under a Letter of Credit (each such date, an “"Honor Date”"), the applicable Borrower shall reimburse such the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing. If the applicable Borrower fails to so reimburse such the L/C Issuer by such time, the Administrative Agent shall promptly notify each Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the Dollar Amount thereof in the case of an Alternative Currency) (the “"Unreimbursed Amount”"), and the amount of such Appropriate Lender’s 's Pro Rata Share thereof. In such event, the applicable Borrower shall be deemed to have requested a Tranche A Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans Loans, but subject to the amount of the unutilized portion of the Tranche A Revolving Credit Commitments lesser of the Appropriate Lenders Aggregate Commitments and the Available Amount and the conditions set forth in Section 4.02 5.02 (other than the delivery of a Committed Loan Notice). Any notice given by an the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each Appropriate Lender (including any the Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the relevant L/C Issuer, in Dollars, Issuer at the Administrative Agent’s 's Office for payments in an amount equal to its Pro Rata Share 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 2.03(c)(iii), each Appropriate Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the applicable Borrower in such amount. The Administrative Agent 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 Tranche A Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 5.02 cannot be satisfied or for any other reason, the applicable Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Appropriate Lender’s 's payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03. (iv) Until each Appropriate Lender funds its Tranche A Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s 's Pro Rata Share of such amount shall be solely for the account of the relevant L/C Issuer. (v) Each Tranche A Revolving Credit Lender’s 's obligation to make Tranche A Revolving Credit Loans or L/C Advances to reimburse an the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoffset-off, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuer, the applicable Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Tranche A Revolving Credit Lender’s 's obligation to make Tranche A Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 5.02 (other than delivery by the applicable Borrower of a Committed Loan Notice Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such the L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Tranche A Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), such the L/C Issuer 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 such the L/C Issuer at a rate per annum equal to the applicable Overnight Federal Funds Rate from time to time in effect. A certificate of the relevant L/C Issuer submitted to any Tranche A Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(viclause (vi) 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 relevant such L/C Issuer shall notify promptly the applicable Borrower and the Administrative Agent thereof. Not later than 11:00 10:00 a.m. on the Business Day immediately following date of any payment by an the applicable L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), the applicable Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to such drawing and in the amount of currency made by such drawingL/C Issuer. If the applicable Borrower fails to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Appropriate Lender of the Honor Date, the Dollar Equivalent of the amount of the unreimbursed drawing (expressed in Dollars in the Dollar Amount thereof in the case of an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Pro Rata Share 's Applicable Percentage thereof. In such event, the applicable Borrower shall be deemed to have requested a Tranche A Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Dollar Equivalent of the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans Loans, but subject to the amount of the unutilized portion of the Tranche A 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 an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. Notwithstanding the foregoing, if, after the issuance of any Letter of Credit denominated in a Foreign Currency, such currency ceases to be an Agreed Currency as provided in the definition of Agreed Currency, then all payments to be made by the Borrower hereunder in such currency shall instead be made when due (either directly by the Borrower or through a deemed borrowing under clause (iii) below) in Dollars in an amount equal to the Dollar Equivalent of such payment due, it being the intention of the parties hereto that the Borrower take all risks of the imposition of any such currency control or exchange regulations. (ii) Each Appropriate Lender (including any Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the relevant such L/C Issuer, in Dollars, Issuer at the Administrative Agent’s 's Office for payments in an amount equal to its Pro Rata Share Applicable Percentage of the Unreimbursed Amount not later than 1:00 p.m. 12:00 Noon on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Appropriate Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the applicable Borrower in such amount. The Administrative Agent shall promptly remit the funds so received to the relevant such L/C Issuer. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Tranche A Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the applicable Borrower shall be deemed to have incurred from the relevant such L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Appropriate Lender’s 's payment to the Administrative Agent for the account of the relevant such L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03. (iv) Until each Appropriate Lender funds its Tranche A Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant an L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share 's Applicable Percentage of such amount shall be solely for the account of the relevant such L/C Issuer. (v) Each Tranche A Revolving Credit Lender’s 's obligation to make Tranche A Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant such L/C Issuer, the applicable Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Tranche A Revolving Credit Lender’s 's obligation to make Tranche A Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the applicable Borrower of a Committed Loan Notice Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower to reimburse the relevant an L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Tranche A Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant an L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), such L/C Issuer 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 such L/C Issuer at a rate per annum equal to the applicable Overnight greater of the Federal Funds Rate from time to time and a rate determined by such L/C Issuer in effectaccordance with banking industry rules on interbank compensation. A certificate of the relevant an L/C Issuer submitted to any Tranche A Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(viclause (vi) shall be conclusive presumed correct 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 relevant L/C Issuer applicable Issuing Lender shall notify promptly the applicable Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. on the Business Day immediately following date of any payment by an L/C Issuer any Issuing Lender under a Letter of Credit (each such date, an “Honor Date”), the applicable Borrower shall reimburse such L/C Issuer Issuing Lender through the Administrative Agent in an amount equal to the amount of such drawing. If the applicable Borrower fails to so reimburse such L/C Issuer the applicable Issuing Lender by such time, the Administrative Agent shall promptly notify each Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the Dollar Amount thereof in the case of an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Pro Rata Share Applicable Percentage thereof. In such event, the applicable Borrower shall be deemed to have requested a Tranche A Revolving Credit Committed Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans Loans, but subject to the amount of the unutilized portion of the Tranche A Revolving Credit Aggregate 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 an L/C Issuer any Issuing Lender or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each Appropriate Lender (including any Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer, in Dollars, applicable Issuing Lender at the Administrative Agent’s Office for payments in an amount equal to its Pro Rata Share Applicable Percentage 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 2.03(c)(iii), each Appropriate Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the applicable Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuerapplicable Issuing Lender. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Tranche A Revolving Credit Committed Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the applicable Borrower shall be deemed to have incurred from the relevant L/C Issuer applicable Issuing Lender an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and 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 any Issuing Lender pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03. (iv) Until each Appropriate Lender funds its Tranche A Revolving Credit Committed Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer applicable Issuing Lender for any amount drawn under any Letter of CreditCredit issued by such Issuing Lender, interest in respect of such Lender’s Pro Rata Share Applicable Percentage of such amount shall be solely for the account of the relevant L/C Issuersuch Issuing Lender. (v) Each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Committed Loans or L/C Advances to reimburse an L/C Issuer the Issuing Lenders for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuerany Issuing Lender, the applicable Borrower or any other Person for any reason whatsoever; , (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Committed Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the applicable Borrower of a Committed Loan Notice ). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower to reimburse the relevant L/C Issuer any Issuing Lender for the amount of any payment made by such L/C Issuer any Issuing Lender under any Letter of Credit, together with interest as provided herein. (vi) If any Tranche A Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any Issuing Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer 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 such L/C Issuer Issuing Lender at a rate per annum equal to the applicable Overnight greater of the Federal Funds Rate from time to time and a rate determined by such Issuing Lender in effectaccordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by such Issuing Lender in connection with the foregoing. A certificate 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 Issuer Borrowing, as the case may be. A certificate of any Issuing Lender submitted to any Tranche A Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent manifest error.

Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from Subject to the beneficiary of provisions below, not later than 2:30 p.m. on the date (the “Honor Date”) that any Letter of Credit of Issuing Bank makes any notice of payment on a drawing under such on any Letter of Credit, if the relevant L/C Issuer Borrower shall notify promptly the applicable Borrower and the Administrative Agent thereof. Not later than 11:00 have received notice of such payment prior to 11:30 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”)or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 2:30 p.m. on the next Business Day, the applicable Borrower shall reimburse such L/C Issuer Issuing Bank through the Administrative Agent in an amount equal to the amount of such drawingdrawing together with interest thereon. If the applicable Borrower fails to so reimburse such L/C Issuer Issuing Bank by such time, unless the Administrative Borrower shall have advised the Agent that it does not meet the conditions specified in either clause (B) or (C) below, the Agent shall promptly notify each Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the Dollar Amount thereof in the case of an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such Appropriate LenderXxxxxx’s Pro Rata Ratable Share thereof. In such event, the applicable Borrower shall be deemed to have requested a Tranche A Revolving Credit Borrowing of Base Rate Loans Advance to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for 2.01(a) or the principal amount delivery of Base Rate Loans a Notice of Borrowing but subject to (A) the amount of the unutilized portion aggregate Unused Commitments, (B) no Event of Default having occurred and be continuing, or resulting therefrom, and (C) the conditions specified in Section 3.02(c) and Section 3.02(d) being satisfied on and as of the Tranche A Revolving Credit Commitments date of the Appropriate Lenders applicable Base Rate Advance and, to the extent so financed, the Borrower's obligation to satisfy the reimbursement obligation created by such payment by the Issuing Bank on the Honor Date shall be discharged and replaced by the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice)resulting Base Rate Advance. Any notice given by an L/C Issuer any Issuing Bank or the Administrative Agent pursuant to this Section 2.03(c)(i) may shall be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each Appropriate Lender (including any Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the relevant L/C Issuer, in Dollars, applicable Issuing Bank at the Administrative Agent’s Office for payments in an amount equal to its Pro Rata Ratable Share of the Unreimbursed Amount not later than 1:00 4:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Appropriate Lender that so makes funds available shall be deemed to have made a Base Rate Loan Advance to the applicable Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuerapplicable Issuing Bank. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Tranche A Revolving Credit Borrowing of Base Rate Loans Advance because any of the conditions set forth in clauses (A), (B) or (C) of Section 4.02 2.03(c)(i) cannot be satisfied or for any other reason, then not later than 2:30 p.m. on the applicable next Business Day after the day notice of the drawing is given to the Borrower, in the case of a failure to meet any such condition, or in any other case, after notice of the event resulting in the outstanding Unreimbursed Amount, the Borrower shall reimburse such Issuing Bank through the Agent in an amount equal to the amount of such outstanding Unreimbursed Amount with interest thereon. If the Borrower fails to so reimburse such Issuing Bank by such time, the Borrower shall be deemed to have incurred from the relevant L/C Issuer applicable Issuing Bank an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default RateBase Rate in effect from time to time plus the Applicable Rate for Base Rate Advances in effect from time to time plus 2% per annum. In such event, each Appropriate Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer applicable Issuing Bank pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03. (iv) Until each Appropriate Lender funds its Tranche A Revolving Credit Loan Base Rate Advance or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer applicable Issuing Bank for any amount drawn under any Letter of Credit, interest in respect of such LenderXxxxxx’s Pro Rata Ratable Share of such amount shall be solely for the account of the relevant L/C Issuerapplicable Issuing Bank. (v) Each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans Base Rate Advances or L/C Advances to reimburse an L/C Issuer the applicable Issuing Bank for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuersuch Issuing Bank, the applicable Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided provided, however, that each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans Base Rate Advances pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the applicable Borrower of a Committed Loan Notice 2.03(c)(i). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower to reimburse the relevant L/C Issuer applicable Issuing Bank for the amount of any payment made by such L/C Issuer Issuing Bank under any Letter of Credit, together with interest as provided herein. (vi) If any Tranche A Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer applicable Issuing Bank any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), such L/C Issuer 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 such L/C Issuer Issuing Bank at a rate per annum equal to the applicable Overnight greater of the Federal Funds Rate from time to time and a rate determined by such Issuing Bank in effectaccordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by such Issuing Bank in connection with the foregoing. A certificate If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Base Rate Advance included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Issuer Borrowing, as the case may be. A certificate of the applicable Issuing Bank submitted to any Tranche A Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(viclause (vi) 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 relevant L/C Issuer applicable Issuing Bank shall notify promptly the applicable Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. on the Business Day immediately following any payment by an L/C Issuer the applicable Issuing Bank under a Letter of Credit Credit, so long as the Borrower has received notice of such drawing by 10:00 a.m. on such following Business Day (each such date, an “Honor Date”), the applicable Borrower shall reimburse such L/C Issuer Issuing Bank through the Administrative Agent in an amount equal to the amount of such drawingdrawing (together with interest thereon at the rate set forth in Section 2.07 for Revolving Credit Advances bearing interest at the Base Rate). If the applicable Borrower fails to so reimburse such L/C Issuer the applicable Issuing Bank by such time, the Administrative Agent shall promptly notify each Appropriate Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the Dollar Amount thereof in the case of an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such Appropriate Revolving Credit Lender’s Pro Rata Share thereof. In such event, the applicable Borrower shall be deemed to have requested a Tranche A Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 2.01 for the principal amount of Base Rate Loans Borrowings, but subject to the amount of the unutilized portion of the Tranche A Unused Revolving Credit Commitments of the Appropriate Lenders and the conditions set forth in Section 4.02 3.02 (other than the delivery of a Committed Loan NoticeNotice of Borrowing). Any notice given by an L/C Issuer Issuing Bank or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each Appropriate Revolving Credit Lender (including any a Revolving Credit Lender acting as an L/C IssuerIssuing Bank) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the relevant L/C Issuer, in Dollars, applicable Issuing Bank at the Administrative Agent’s Office for payments in an amount equal to its Pro Rata Share 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 2.03(c)(iii), each Appropriate Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan Letter of Credit Advance to the applicable Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuerapplicable Issuing Bank. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Tranche A Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 3.02 cannot be satisfied or for any other reason, the applicable Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C applicable Issuing Bank a Letter of Credit Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Appropriate Revolving Credit Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer applicable Issuing Bank pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Letter of Credit Borrowing and shall constitute an L/C a Letter of Credit Advance from such Revolving Credit Lender in satisfaction of its participation obligation under this Section 2.03. (iv) Until each Appropriate Lender funds its Tranche A Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of such amount shall be solely for the account of the relevant L/C Issuer. (v) Each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuer, the applicable Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the applicable Borrower of a Committed Loan Notice ). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Tranche A Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), such L/C Issuer 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 such L/C Issuer at a rate per annum equal to the applicable Overnight Rate from time to time in effect. A certificate of the relevant L/C Issuer submitted to any Tranche A Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) 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 relevant L/C Issuer shall notify promptly the applicable Borrower and the Administrative Agent thereof. In the case of a drawing under a Letter of Credit denominated in an Alternative L/C Currency, the L/C Issuer shall notify the Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Not later than 11:00 a.m. (x) if such notice of drawing is received by the Borrower by 12:00 noon on the Business Day immediately following date of any payment by an the L/C Issuer under a Letter of Credit Credit, 4:00 p.m. on such payment date, or (y) if such notice of drawing is not received by the Borrower by 12:00 noon on the date of any payment by the L/C Issuer under a Letter of Credit, 12:00 noon on the first Business Day occurring after such payment date (each such date, an “Honor Date”), the applicable Borrower shall reimburse such the L/C Issuer through the Administrative Agent in an amount equal to the Dollar Equivalent of the amount of such drawingdrawing (together with interest). If the applicable Borrower fails to so reimburse such the L/C Issuer by such time, the Administrative Agent shall promptly notify each Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the amount of the Dollar Amount Equivalent thereof in the case of a Letter of Credit denominated in an Alternative L/C Currency) (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Pro Rata Share Applicable Percentage thereof. In such event, the applicable Borrower shall be deemed to have requested a Tranche A Revolving Credit Borrowing of Revolving Loans that are Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans Loans, but subject to the amount of the unutilized portion of the Tranche A 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 an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each Appropriate Lender (including any Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the relevant L/C Issuer, in Dollars, at the Administrative Agent’s Office for payments in an amount equal to its Pro Rata Share 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 2.03(c)(iii), each Appropriate Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the applicable Borrower in such amount. The Administrative Agent 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 Tranche A Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the applicable Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and 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 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03. (iv) Until each Appropriate Lender funds its Tranche A Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of such amount shall be solely for the account of the relevant L/C Issuer. (v) Each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuer, the applicable Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the applicable Borrower of a Committed Loan Notice ). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Tranche A Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), such L/C Issuer 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 such L/C Issuer at a rate per annum equal to the applicable Overnight Rate from time to time in effect. A certificate of the relevant L/C Issuer submitted to any Tranche A Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent manifest error.in

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 relevant L/C Issuer shall notify promptly the applicable Borrower Company and the Administrative Agent thereofof the amount thereof and the currency in which such Letter of Credit is denominated. Not later than 11:00 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 applicable Borrower Company shall reimburse such L/C Issuer through the Administrative Agent in the currency, and in an amount equal to the amount amount, of such drawing. If the applicable Borrower Company fails to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Appropriate Lender of the Honor Date, the amount and the currency of the unreimbursed drawing (expressed in Dollars in the Dollar Amount thereof in the case of an Alternative Currency) (the “Unreimbursed Amount”), ) and the amount of such Appropriate Lender’s Pro Rata Share thereof. In such event, but solely in the applicable Borrower case of Unreimbursed Amounts incurred under Letters of Credit denominated in Dollars, the Company shall be deemed to have requested a Tranche A Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed AmountAmount thereof, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans but subject to the amount of the unutilized portion of the Tranche A 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 an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each Appropriate Lender (including any Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the relevant L/C Issuer, in Dollars, at the Administrative Agent’s Office for payments in an amount equal to its Pro Rata Share of the Unreimbursed Amount Amount, in the currency of such Unreimbursed Amount, not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent. Solely in the case of Unreimbursed Amounts denominated in Dollars, whereupon, and subject to the provisions of Section 2.03(c)(iii), each Appropriate Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the applicable Borrower Company in such amount. The Administrative Agent 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 Tranche A Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reasonreason (including because the Letter of Credit under which such Unreimbursed Amount was incurred was denominated in an Alternative Currency), the applicable Borrower Company shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest (A) in the event that such Unreimbursed Amount was incurred in respect of a Letter of Credit denominated in Dollars, at the Default RateRate and (B) in the event that such Unreimbursed Amount was incurred in respect of a Letter of Credit denominated in an Alternative Currency, a rate per annum (which may be a fluctuating rate) determined by the Administrative Agent (which determination will be conclusive absent manifest error) to represent the cost to the Appropriate Lenders of funding such Alternative Currency on an overnight or other short-term basis from available funding sources plus the Applicable Rate used to determine interest applicable to Eurocurrency Loans plus 2.0%. In such event, each Appropriate Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03. (iv) Until each Appropriate Lender funds its Tranche A Revolving Credit Loan (in the case of Unreimbursed Amounts incurred in respect of Letters of Credit denominated in Dollars) or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of such amount shall be solely for the account of the relevant L/C Issuer. (v) Each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans (in the case of Unreimbursed Amounts incurred in respect of Letters of Credit denominated in Dollars) or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuer, the applicable Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, Default or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the applicable Borrower of a Committed Loan Notice Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Tranche A Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), such L/C Issuer 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 such L/C Issuer at a rate per annum equal to (A) in respect of amounts owed in Dollars, the applicable Overnight Rate from time to time in effecteffect or (B) in respect of amounts owed in an Alternative Currency, the rate of interest per annum (which may be a fluctuating rate) determined by the Administrative Agent (which determination will be conclusive absent manifest error) at which overnight deposits or, if not available, other short-term deposits, in such currency are offered in the applicable offshore interbank market (the “Alternative Currency Short-Term Rate”). A certificate of the relevant L/C Issuer submitted to any Tranche A Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent manifest error.