Common use of Drawings and Reimbursements Clause in Contracts

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Lender shall notify the Borrower thereof. Not later than 11:00 a.m. on the date of any payment by the Lender under a Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse the Lender in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse the Lender by such time, the Borrower shall be deemed to have requested a Revolving Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the amount of the unreimbursed drawing (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 Revolving Commitment and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice). Any notice given by the Lender 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) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the 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.

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Lender shall notify the Borrower thereof. Not later than 11:00 a.m. 12:00 p.m. on the date of any payment by the Lender under a Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse the Lender in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse the Lender by In such timeevent, the Borrower shall be deemed to have requested a Revolving Loan Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the amount of the unreimbursed drawing (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 Revolving Commitment and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice). Any notice given by the Lender 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) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Loan Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the Lender 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. (iii) No making of a L/C Advance shall relieve or otherwise impair the obligation of Borrower to reimburse Lender for the amount of any payment made by Lender under any Letter of Credit, together with interest as provided herein.

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Lender shall notify the Borrower thereof. In the case of a Letter of Credit denominated in an Alternative Currency, the Borrower shall reimburse the Lender in such Alternative Currency, unless (i) the Lender (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (ii) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Lender promptly following receipt of the notice of drawing that the Borrower will reimburse the Lender in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the Lender 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. 2:00 p.m. on the date of any payment by the Lender under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by the Lender under a Letter of Credit to be reimbursed in an Alternative Currency (each such date, an “Honor Date”), the Borrower shall reimburse the Lender in an amount equal to the amount of such drawing and in the applicable currency. In the event that (A) a drawing denominated in an Alternative Currency is to be reimbursed in Dollars pursuant to the second sentence in this Section 2.03(c) and (B) the Dollar amount paid by the Borrower, whether on or after the Honor Date, shall not be adequate on the date of that payment to purchase in accordance with normal banking procedures a sum denominated in the Alternative Currency equal to the drawing, the Borrower agrees, as a separate and independent obligation, to indemnify the Lender for the loss resulting from its inability on that date to purchase the Alternative Currency in the full amount of the drawing. If the Borrower fails to so reimburse the Lender by such time, the Borrower shall be deemed to have requested a Revolving Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the amount of the unreimbursed drawing (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative Currency) (the “Unreimbursed Amount”), 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 Commitment and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice). Any notice given by the Lender pursuant to this Section 2.03(c)(i2.03(c) 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) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the 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.

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Lender L/C Issuer shall notify the Borrower thereofthereof not less than two (2) Business Days prior to the Honor Date (as defined below; 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. Not later than 11:00 a.m. on On the date of any payment by the Lender L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse the Lender in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse the Lender by such time, the Borrower shall be deemed to have requested a Revolving Committed Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the amount of the unreimbursed drawing (the “Unreimbursed Amount”)such payment, without regard to the minimum and multiples specified in Section 2.02 2.02(b) for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Commitment Loan Cap and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by the Lender L/C Issuer 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) . In the event that such Committed Borrowing cannot be made pursuant to the terms hereof, then not later than 11:00 a.m. on the Honor Date, the Borrower shall reimburse the L/C Issuer in an amount equal to the amount of such drawing. With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Committed Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the Lender L/C Issuer an L/C Borrowing in the amount of the any Unreimbursed Amount that is not so refinancedAmount, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default RateRate for Base Rate Loans.

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Lender shall promptly notify the Borrower thereof. Not later than 11:00 a.m. (Atlanta, Georgia time) on the date of any payment by the Lender under a Letter of Credit (each such date, an “"Honor Date”"), the Borrower shall reimburse the Lender in an amount equal to the amount of such drawing. If In the event the Borrower fails to so reimburse the Lender by such timeLender, the Borrower shall be deemed to have requested a borrowing of Revolving Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the amount of the unreimbursed drawing (the “"Unreimbursed Amount”"), without regard to the minimum and multiples specified in Section 2.02 2.1 for the principal amount of Base Rate Revolving Loans, but subject to the amount of the unutilized portion of the lesser of (i) the Revolving Commitment Committed Amount, (ii) the Available Revolving Committed Amount and (iii) the Borrowing Base and the conditions set forth in Section 4.02 5.2 (other than the delivery of a Loan Notice). Any notice given by the Lender 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) With respect to If any Unreimbursed Amount that is not fully refinanced by a borrowing of Revolving Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 5.2 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the 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 refinanced shall bear interest at the Default RateRate until reimbursed by the Borrower.

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Lender shall notify the Borrower thereof. Not later than 11:00 8:00 a.m. on the date of any payment by the Lender under a Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse the Lender in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse the Lender by (any such timeunreimbursed amount, an “Unreimbursed Amount”), the Borrower shall be deemed to have requested a Revolving Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the amount of the unreimbursed drawing (the “such 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 Revolving Commitment and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice). Any notice given by the Lender 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) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the 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.

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Lender L/C Issuer shall notify the Lead Borrower thereofand the Lender thereof not less than two (2) Business Days prior to the Honor Date (as defined below); 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 Lender with respect to any such payment. Not later than 11:00 a.m. on On the date of any payment by the Lender L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), unless (i) the Borrower shall Lead Borrower, in accordance with Section 2.02(b), has requested a Borrowing of LIBO Rate Loans to be disbursed on such date to reimburse such payment by the Lender L/C Issuer, or (ii) on or before such date the Borrowers have deposited with the L/C Issuer cash in an amount equal sufficient to reimburse such payment by the amount of L/C Issuer and directed the L/C Issuer that such drawing. If cash is to be used to satisfy such payment, then the Borrower fails to so reimburse the Lender by such time, the Borrower Borrowers shall be deemed to have requested a Revolving Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the amount of the unreimbursed drawing (the “Unreimbursed Amount”)such payment, without regard to the minimum and multiples specified in Section 2.02 2.02(b) for the principal amount of Base Rate Loans, but subject and without regard to the amount of the unutilized portion of the Revolving Commitment and whether the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice)have been met. Any notice given by the L/C Issuer or the Lender 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) With respect The Lender’s obligation to make Loans to reimburse 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 the Lender may have against the L/C Issuer, any 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 Unreimbursed Amount that is not fully refinanced by a Revolving Borrowing of Base Rate Loans because the foregoing, and without regard to whether the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the 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 Ratebeen met.

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Lender applicable Issuing Bank shall notify the Borrower thereofand Administrative Agent. Not later than 11:00 a.m. 1:00 p.m. (New York City time) on the date such notice of any payment a drawing has been honored by the Lender applicable Issuing Bank under a Letter of Credit in accordance with normal banking procedures in the place of payment (each such date, an “Honor Date”), the Borrower shall reimburse the Lender such Issuing Bank in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse the Lender such Issuing Bank by such time, such Issuing Bank shall notify Administrative Agent of the Honor Date and the amount of the unreimbursed drawing (the “Unreimbursed Amount”). In such event, Borrower shall be deemed to have requested a Revolving Borrowing of Base Rate Loans Loan from such Issuing Bank to be disbursed on the Honor Date in an amount equal to the amount of Unreimbursed Amount (in which event the unreimbursed drawing (the “shall no longer be considered an Unreimbursed Amount”Amount for all purposes hereunder), without regard to the minimum and multiples specified in Section 2.02 2.1 (Loans) for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Commitment and Loans or the conditions set forth in Section 4.02 3 (other than the delivery of a Loan NoticeConditions Precedent). Any notice given by the Lender an Issuing Bank or Administrative Agent pursuant to this Section 2.03(c)(i2.2(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) With respect Upon providing any notice pursuant to any Unreimbursed Amount that is not fully refinanced by a Revolving Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason2.2(c)(i), the Borrower applicable Issuing Bank shall be deemed to have incurred from made a Base Rate Loan to Borrower in such Unreimbursed Amount. For the Lender an L/C Borrowing avoidance of doubt, such deemed loans shall not be deemed to be made pro rata across all Issuing Banks, but shall be deemed made solely by the Issuing Bank issuing the Letter of Credit under which such draw was made. (iii) Each applicable Issuing Bank’s obligation to make Loans as contemplated by this Section 2.2(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 Issuing Bank may have against Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default or Event of 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 the conditions required in order to demand payment under a Letter of Credit; or (E) any other occurrence, event or condition, whether or not similar to any of the foregoing, including any of the events specified in Section 2.2(e) (Obligations Absolute). No such making of a Loan shall relieve or otherwise impair the obligation of Borrower to reimburse the applicable Issuing Bank for the amount of the Unreimbursed Amount that is not so refinancedany payment made by such Issuing Bank under any Letter of Credit, which L/C Borrowing shall be due and payable on demand (together with interestinterest as provided herein. (iv) In the event that more than one Letter of Credit is issued and outstanding in favor of the same beneficiary and for the same purpose, Borrower shall bear interest at the Default Rateinstruct such beneficiary of such Letters of Credit to draw on each such Letter of Credit on a ratable basis.

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Lender shall notify the Borrower Company thereof. In the case of a Letter of Credit denominated in an Alternative Currency, the Company shall reimburse the Lender in such Alternative Currency, unless (A) the Lender (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Company shall have notified the Lender promptly following receipt of the notice of drawing that the Company will reimburse the Lender in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the Lender 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 date of any payment by the Lender under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by the Lender under a Letter of Credit to be reimbursed in an Alternative Currency (each such date, an “Honor Date”), the Borrower Company shall reimburse the Lender in an amount equal to the amount of such drawing. If drawing and in the Borrower fails to so reimburse the Lender by such time, the Borrower shall be deemed to have requested a Revolving Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the amount of the unreimbursed drawing (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 Revolving Commitment and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice)applicable currency. Any notice given by the Lender pursuant to this Section 2.03(c)(i2.03(c) 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. . If the Company fails to reimburse (iiwhether by means of a Borrowing or otherwise) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or Lender for any other reason, the Borrower shall be deemed to have incurred from the Lender drawing (expressed in Dollars in an L/C Borrowing in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative Currency) under any Letter of Credit (each such unreimbursed drawing, an “Unreimbursed Amount”), then 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. Any Unreimbursed Amount may, at the option of the Lender, be added to the Outstanding Amount with respect to a Revolving Loan.

Drawings and Reimbursements. (ia) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Lender shall notify the Borrower; provided, however, that any failure to give or delay in giving such notice shall not relieve the Borrower thereofof its obligation to reimburse the Lender with respect to any such payment or other Letter of Credit Obligations. Not later than 11:00 a.m. 1:00 p.m. on the date of any payment by the Lender under a Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse the Lender in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse the Lender by such time, the Borrower shall be deemed to have requested a Revolving Borrowing of Base Rate Loans Credit Advance to be disbursed on the Honor Date in an amount equal to the amount of the unreimbursed drawing (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 Revolving Commitment Loan Ceiling and the conditions set forth in Section 4.02 (other than 3.3 of the delivery of a Loan Notice)Credit Agreement. Any notice given by the Lender pursuant to this Section 2.03(c)(i3(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 noticeelectronic means. (iib) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Borrowing of Credit Advance at the Base Rate Loans because the conditions set forth in Section 4.02 3.3 of the Credit Agreement cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the Lender an L/C a Borrowing in the amount of the Unreimbursed Amount that is not so refinancedrefinanced (such Borrowing, an “L/C Borrowing”), which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate.

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Lender shall notify the Borrower thereof. Not later than 11:00 a.m. 1:00 p.m. on the date of any payment by the Lender under a Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse the Lender in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse the Lender by such timeLender, the Borrower shall be deemed to have requested a Revolving Borrowing borrowing of a Base Rate Loans Loan to be disbursed on the Honor Date in an amount equal to the amount of the such unreimbursed drawing (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 Revolving Commitment and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice). Any notice given by the Lender 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) With respect If the Borrower fails to reimburse the Lender for any drawing under any Letter of Credit (whether by means of a borrowing or otherwise), such Unreimbursed Amount that is not fully refinanced by a Revolving Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the 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.

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Lender shall notify the Borrower thereof. Not later than 11:00 a.m. on the date of any payment by the Lender under a Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse the Lender in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse the Lender by In such timeevent, the Borrower shall be deemed to have requested a Revolving Loan Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the amount of the unreimbursed drawing (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 Revolving Commitment and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice). Any notice given by the Lender 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) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Loan Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the Lender 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. (iii) No making of a L/C Advance shall relieve or otherwise impair the obligation of Borrower to reimburse Lender for the amount of any payment made by Lender under any Letter of Credit, together with interest as provided herein.

Drawings and Reimbursements. (ia) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Lender Issuing Bank shall notify the Borrower and the Agent thereof. Not later than 11:00 a.m. (New York time) on the date of any payment by the Lender Issuing Bank under a Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse the Lender Issuing Bank through the Agent in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse the Lender Issuing Bank by such time, the Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Pro Rata Share thereof. In such event, the Borrower shall be deemed to have requested a Revolving Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the amount of the unreimbursed drawing (the “Unreimbursed Amount”), without regard to the minimum and multiples specified in Section 2.02 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Commitment Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice)5.02. Any notice given by the Lender Issuing Bank or the Agent pursuant to this Section 2.03(c)(i3.03(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 Lender shall upon any notice pursuant to Section 3.03(a) make funds available (and the Agent may apply Cash Collateral provided for this purpose) for the account of the Issuing Bank at the Agent’s Payment Office in an amount equal to its Pro Rata Share of the Unreimbursed Amount not later than 1:00 p.m. (New York time) on the Business Day specified in such notice by the Agent, whereupon, subject to the provisions of Section 3.03(c), each Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Agent shall remit the funds so received to the Issuing Bank. (c) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 5.02 cannot be satisfied or for any other reasonreason or Cash Collateralized, the Borrower shall be deemed to have incurred from the Lender Issuing Bank an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinancedrefinanced or Cash Collateralized, 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 Lender’s payment to the Agent for the account of the Issuing Bank pursuant to Section 3.03(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 Article III. (d) Until each Lender funds its Loan or L/C Advance pursuant to this Section 3.03 to reimburse the 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 Issuing Bank. (e) Each Lender’s obligation to make Loans or L/C Advances to reimburse the Issuing Bank for amounts drawn under Letters of Credit, as contemplated by this Section 3.03, 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 Issuing Bank, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default or an Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Loans pursuant to this Section 3.03 is subject to the conditions set forth in Section 5.02. No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Bank for the amount of any payment made by the Issuing Bank under any Letter of Credit, together with interest as provided herein. (f) If any Lender fails to make available to the Agent for the account of the Issuing Bank any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 3.03 by the time specified in Section 3.03(b), then, without limiting the other provisions of this Agreement, the Issuing Bank shall be entitled to recover from such Lender (acting through the 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 Issuing Bank at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Issuing Bank in accordance 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 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 Issuing Bank submitted to any Lender (through the Agent) with respect to any amounts owing under this clause (f) shall be conclusive absent manifest error.

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Lender shall notify promptly the Borrower thereof. Not later than 11:00 a.m. On the Business Day on which the date Borrower shall have received notice of any payment by the Lender under a Letter of Credit or, if the Borrower shall have received such notice later than 10:00 a.m. on any Business Day, on the succeeding Business Day (each such dateapplicable Business Day, an the “L/C Honor Date”), the Borrower shall (regardless of whether or not such Letter of Credit shall be for the sole account of the Borrower or for the joint account of the Borrower and any Subsidiary) reimburse the Lender in an amount equal to the amount of such drawingdrawing in Dollars. If the Borrower fails to so reimburse the Lender by on the L/C Honor Date (or if any such timereimbursement payment is required to be refunded to the Borrower for any reason), then the Borrower shall be deemed to have requested a an ABR Revolving Borrowing of Base Rate Loans to be disbursed on the Honor Date Loan in an amount equal to the amount of the such unreimbursed drawing (the “Unreimbursed Amount”), . Such Revolving Loan shall be made by the Lender without regard to the minimum Loan Minimums and multiples specified in Section 2.02 for the principal amount of Base Rate LoansLoan Multiples, but subject or to the amount satisfaction of the unutilized portion of the Revolving Commitment and the any conditions precedent set forth in Section 4.02 4.2 hereof (other than the delivery of a Loan Noticean “L/C Advance”). Any notice given by the Lender pursuant to this Section 2.03(c)(i2.4(c) 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) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the 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.such

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Letter of Credit LC of any notice of a drawing under such Letter of CreditLC, the Lender shall notify the Borrower thereof. Not later than 11:00 a.m. 12:00 noon on the date of any payment by the Lender under a Letter of Credit an LC (each such date, an “Honor Date”), the Borrower shall reimburse the Lender in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse the Lender by such time, the Borrower shall be deemed to have requested a Loan under the Revolving Borrowing of Base Rate Loans Credit Facility to be disbursed on the Honor Date in an amount equal to the amount of the unreimbursed drawing (the “Unreimbursed Amount”), without regard to the any minimum and multiples specified in Section 2.02 for the principal Loan amount of Base Rate Loans, but subject or to the amount of the unutilized portion of the Revolving Commitment and the conditions set forth out in Section 4.02 (other than the delivery of a Loan Notice)5. Any notice given by the Lender pursuant to this Section 2.03(c)(i2.6(b) (i) may be given by telephone if immediately confirmed in writing; provided that that, the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) With respect to any Unreimbursed Amount that is not deemed to be fully refinanced by a Loan under the Revolving Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reasonCredit Facility at a time when, after giving effect to such Loan, the Revolving Credit Exposure would exceed the Revolving Credit Limit (or a Potential Default or a Default exists), Borrower shall be deemed to have incurred from the Lender an L/C LC Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C LC Borrowing shall be deemed to be an overadvance and shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate.

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Lender Bank shall notify the Borrower thereof. Not later than 11:00 a.m. on the date of any payment by the Lender Bank under a Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse the Lender Bank in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse the Lender Bank by such time, the Borrower shall be deemed to have requested a Revolving Borrowing of Base a Eurodollar Daily Floating Rate Loans Loan to be disbursed on the Honor Date in an amount equal to the amount of the unreimbursed drawing (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 Revolving Commitment Amount and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice) whereupon, subject to the provisions of Section 2.03(c)(ii), Bank shall be deemed to have made a Loan to Borrower in such amount. Any notice given by the Lender Bank 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) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Borrowing of Base a Eurodollar Daily Floating Rate Loans Loan because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the Lender 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.

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Lender L/C Issuer shall notify the Borrower Borrowers thereof. Not later than 11:00 a.m. on On the date of any payment by the Lender L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse the Lender in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse the Lender by such time, the Borrower Borrowers shall be deemed to have requested a Revolving Borrowing of Base Rate Loans Loan to be disbursed on the Honor Date in an amount equal to the amount of the unreimbursed such drawing (the “Unreimbursed Drawing Amount”), ) without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans2.02, but subject to the amount of the unutilized portion of the Revolving Aggregate Commitment Amount and the conditions set forth out in Section 4.02 (other than the delivery of a Loan NoticeRequest for Credit Extension). L/C Issuer shall promptly notify each Bank of the Honor Date, the Drawing Amount, and the amount of such Bank’s Percentage Share thereof. Any notice given by the Lender L/C Issuer pursuant to this Section 2.03(c)(i2.03(c) 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 Bank shall, upon any notice pursuant to this Section 2.03(c), make funds available to L/C Issuer at L/C Issuer’s office in an amount equal to its Percentage Share of the Drawing Amount not later than 1:00 p.m., Central Time (ii) or 5:00 p.m. if the draw was made after 11:00 a.m.), on the Business Day specified in such notice by L/C Issuer, whereupon each Bank that so makes funds available shall be deemed to have made a Base Rate Loan to Borrowers in such amount. With respect to any Unreimbursed Drawing Amount that is not fully refinanced reimbursed by a Revolving Borrowing Credit Extension of Base Rate Loans because the conditions set forth out in Section 4.02 cannot be satisfied or for any other reason, the Borrower Borrowers shall be deemed to have incurred from the Lender L/C Issuer an L/C Borrowing Advance in the amount of the Unreimbursed Drawing Amount that is not so refinancedreimbursed (the “Unreimbursed Amount”), which L/C Borrowing Advance shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Bank’s payment to L/C Issuer shall be deemed payment in respect of its participation in such L/C Advance and shall constitute an L/C Advance from such Bank in satisfaction of its participation obligation under this Section 2.03. Each Bank’s obligation to make Loans or L/C Advances to reimburse L/C Issuer for amounts drawn under Letters of Credit, shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Bank may have against L/C Issuer, Borrowers or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default; or (iii) any other occurrence, event or condition, whether or not similar to any of the foregoing. No such making of an L/C Advance shall relieve or otherwise impair the obligation of Borrowers to reimburse L/C Issuer for the amount of any payment made by L/C Issuer under any Letter of Credit, together with interest as provided herein. If any Bank fails to make available to L/C Issuer any amount required to be paid by such Bank, L/C Issuer shall be entitled to recover from such Bank, 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 L/C Issuer at a rate per annum equal to the Federal Funds Rate from time to time in effect.

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Lender L/C Issuer shall notify the Lead Borrower thereofand the Lender thereof not less than two (2) Business Days prior to the Honor Date (as defined below); 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 Lender with respect to any such payment. Not later than 11:00 a.m. on On the date of any payment by the Lender L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), unless (i) the Borrower shall Lead Borrower, in accordance with Section 2.02(b), has requested a Borrowing of LIBO Rate Loans to be disbursed on such date to reimburse such payment by the Lender L/C Issuer, or (ii) on or before such date the Borrowers have deposited with the L/C Issuer cash in an amount equal sufficient to reimburse such payment by the amount of L/C Issuer and directed the L/C Issuer that such drawing. If cash is to be used to satisfy such payment, then the Borrower fails to so reimburse the Lender by such time, the Borrower Borrowers shall be deemed to have requested a Revolving Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the amount of the unreimbursed drawing (the “Unreimbursed Amount”)such payment, without regard to the minimum and multiples specified in Section 2.02 2.02(b) for the principal amount of Base Rate Loans, but subject and without regard to the amount of the unutilized portion of the Revolving Commitment and whether the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice)have been met. Any notice given by the L/C Issuer or the Lender 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) With respect Each Lender’s obligation to make Loans to reimburse 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 the Lender may have against the L/C Issuer, any 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 Unreimbursed Amount that is not fully refinanced by a Revolving Borrowing of Base Rate Loans because the foregoing, and without regard to whether the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the 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 Ratebeen met.

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such any Letter of Credit, the Lender L/C Issuer shall notify the Borrower thereofof the amount to be paid by the L/C Issuer as a result of such drawing and the date on which payment is to be made by the L/C Issuer to the beneficiary of such Letter of Credit in respect of such drawing; provided, however, that in the case of Commercial Letters of Credit, subsequent notification by routine methods shall be deemed sufficient notice. Not later than 11:00 a.m. 9:00 a.m., on the date of any payment by the Lender L/C Issuer under a Letter of Credit (each such date, an “Honor Date”) (or such later date and time as the L/C Issuer may agree in a particular instance in its sole discretion), the Borrower shall reimburse the Lender L/C Issuer in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse the Lender L/C Issuer by such timetime (the “Unreimbursed Amount”), the Borrower shall be deemed to have requested a Revolving Loan Borrowing of Base Rate Loans to be disbursed to the L/C Issuer on the Honor Date in an amount equal to the amount of the unreimbursed drawing (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 Revolving Total Commitment and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice)3.2. Any notice given by the Lender L/C Issuer pursuant to this Section 2.03(c)(i2.2(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) [Intentionally omitted.] (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Loan Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 3.2 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the Lender an L/C Borrowing in resulting from the amount honoring of the Unreimbursed Amount a drawing under a Letter of Credit that is not so refinanced, which L/C Borrowing refinanced shall be due and payable on demand (together with interest) and shall bear interest at the Default Raterate applicable to Base Rate Loans upon the occurrence and during the continuance of an Event of Default.

Drawings and Reimbursements. (iI) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Lender shall notify the Borrower thereof. Not later than 11:00 a.m. a.m., Nashville time, on the date of any payment by the Lender under a Letter of Credit (each such date, an “"Honor Date”"), the Borrower shall reimburse the Lender in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse the Lender by such time, the Borrower shall be deemed to have requested a Revolving Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the amount of the unreimbursed drawing (the “Unreimbursed Amount”), without regard to the minimum and multiples specified in Section 2.02 2.4 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Commitment and the conditions set forth in Section 4.02 4.2 (other than the delivery of a Loan Notice). Any notice given by the Lender 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. (iiII) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 4.2 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the 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.

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Lender shall notify the Borrower Company thereof. In the case of a Letter of Credit denominated in an Alternative Currency, the Company shall reimburse the Lender in such Alternative Currency, unless (A) the Lender (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Company shall have notified the Lender promptly following receipt of the notice of drawing that the Company will reimburse the Lender in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the Lender 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 date of any payment by the Lender under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by the Lender under a Letter of Credit to be reimbursed in an Alternative Currency (each such date, an “Honor Date”), the Borrower Company shall reimburse the Lender in an amount equal to the amount of such drawing. If drawing and in the Borrower fails to so reimburse the Lender by such time, the Borrower shall be deemed to have requested a Revolving Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the amount of the unreimbursed drawing (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 Revolving Commitment and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice)applicable currency. Any notice given by the Lender pursuant to this Section 2.03(c)(i2.03(c) 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. . If the Company fails to reimburse (iiwhether by means of a Borrowing or otherwise) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or Lender for any other reason, the Borrower shall be deemed to have incurred from the Lender drawing (expressed in Dollars in an L/C Borrowing in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative Currency) under any Letter of Credit (each such unreimbursed drawing, an “Unreimbursed Amount”), then 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.. Any Unreimbursed Amount may, at the option of the Lender, be added to the Outstanding Amount with respect to a Revolving Loan. 

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Letter of Credit LC of any notice of a drawing under such Letter of CreditLC, the Lender shall notify the Borrower thereof. Not later than 11:00 a.m. 12:00 noon on the date of any payment by the Lender under a Letter of Credit an LC (each such date, an “Honor Date”), the Borrower shall reimburse the Lender in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse the Lender by such time, the Borrower shall be deemed to have requested a Revolving Borrowing of Base Rate Loans incurred from Lender an LC Borrowing, to be disbursed on the Honor Date in an amount equal to the amount of the unreimbursed drawing (the “Unreimbursed Amount”), without regard to the any minimum and multiples specified in Section 2.02 for the principal Loan amount of Base Rate Loans, but subject or to the amount of the unutilized portion of the Revolving Commitment and the conditions set forth out in Section 4.02 (other than the delivery of a Loan Notice)5. Any notice given by the Lender pursuant to this Section 2.03(c)(i2.4(b)(i) may be given by telephone if immediately confirmed in writing; provided that that, the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the Lender be an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinancedLC Borrowing, which L/C such LC Borrowing shall be due and payable on demand immediately (together with interest) and shall bear interest at the Default Rate.

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Lender shall notify the Borrower Company thereof. In the case of a Letter of Credit denominated in an Alternative Currency, the Company shall reimburse the Lender in such Alternative Currency, unless (A) the Lender (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Company shall have notified the Lender promptly following receipt of the notice of drawing that the Company will reimburse the Lender in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the Lender 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 date of any payment by the Lender under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by the Lender under a Letter of Credit to be reimbursed in an Alternative Currency (each such date, an “"Honor Date”"), the Borrower Company shall reimburse the Lender in an amount equal to the amount of such drawing. If drawing and in the Borrower fails to so reimburse the Lender by such time, the Borrower shall be deemed to have requested a Revolving Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the amount of the unreimbursed drawing (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 Revolving Commitment and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice)applicable currency. Any notice given by the Lender pursuant to this Section 2.03(c)(i2.03(c) 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. . If the Company fails to reimburse (iiwhether by means of a Borrowing or otherwise) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or Lender for any other reason, the Borrower shall be deemed to have incurred from the Lender drawing (expressed in Dollars in an L/C Borrowing in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative Currency) under any Letter of Credit (each such unreimbursed drawing, an “Unreimbursed Amount”), then 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.. Any Unreimbursed Amount may, at the option of the Lender, be added to the Outstanding Amount with respect to a Revolving Loan. 

Drawings and Reimbursements. (i) Notwithstanding that each Letter of Credit issued hereunder is for the account of, and in support of the Funds at Lloyd's obligations of, an Account Party, the Borrower shall be obligated to reimburse the Issuing Lenders hereunder for any and all drawings under each Letter of Credit. The Borrower hereby acknowledges that the Issuance of Letters of Credit for the accounts of Account Parties is required of the Borrower pursuant to the terms of the Subject Businesses of the Account Parties and in the case of Apollo No. 14 Limited, pursuant to the terms of the Apollo Quota Share Agreement, and such Issuance thereby inures to the benefit of the Borrower. (ii) Upon receipt from Lloyd's, as the beneficiary of any a Letter of Credit Credit, of any notice of a drawing under such Letter of CreditCredit (a "Drawing Request"), the Lender shall L/C Agent shall, within a reasonable time following its receipt thereof (and, in any event, within any time specified in the text of the relevant Letter of Credit), notify the Borrower thereof. Not later than 11:00 a.m. and the Issuing Lenders of the receipt of such Drawing Request and the expected date on which the date of L/C Agent will honor such request. (iii) With respect to any demand for payment by the Lender made under a Letter of Credit which the L/C Agent has informed the applicable Issuing Lenders, each such Issuing Lender will promptly make a L/C Disbursement in respect of such Letter of Credit in accordance with the amount of its liability under such Letter of Credit and this Agreement, and such L/C Disbursement is to be made to the account of the L/C Agent most recently designated by it for such purpose by notice to the Issuing Lenders. The L/C Agent will make such L/C Disbursement available to Lloyd's, as the beneficiary of the Letter of Credit, by promptly crediting the amounts so received, in the funds so received, to the account identified by Xxxxx'x in connection with such demand for such L/C Disbursement. Promptly following the L/C Disbursements by the Issuing Lenders in respect of any Letter of Credit, the L/C Agent will notify the Borrower of such L/C Disbursements. (each iv) Not later than 12:00 p.m. New York time on the first Business Day after the date on which the L/C Disbursements are made by the Issuing Lenders in respect of any Letter of Credit (such date, an “Honor the "Reimbursement Date”"), the Borrower shall reimburse the Lender applicable Issuing Lenders by paying to the Administrative Agent, for the account of such Issuing Lenders, in an amount equal to immediately available funds the amount of such drawing. If L/C Disbursements plus, if such payment is made after the Borrower fails to so reimburse Reimbursement Date, interest on such amount at the Lender by such time, Default Rate from the Borrower shall be deemed to have requested a Revolving Borrowing of Base Rate Loans to be disbursed on the Honor Reimbursement Date in an amount equal to the amount date of payment by the unreimbursed drawing (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 Revolving Commitment and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice)Borrower. Any notice given by the Lender L/C Agent pursuant to this Section 2.03(c)(i2.03(c)(ii) 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. (iiv) With respect The Borrower waives any right it may have of first requiring the Issuing Lenders (or any agent on their behalf) to any Unreimbursed Amount that is not fully refinanced by a Revolving Borrowing of Base Rate Loans because enforce the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, Security Documents before claiming from the Borrower under this clause (c). This waiver applies irrespective of any law or any provision of a Credit Document to the contrary. (vi) Notwithstanding the foregoing, if there exists a Defaulting Lender each payment by the Borrower to such Defaulting Lender hereunder shall be deemed to have incurred from the Lender an L/C Borrowing applied in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together accordance with interest) and shall bear interest at the Default RateSection 2.14(a).

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Lender shall notify the Borrower thereof. Not later than 11:00 a.m. 12 p.m. Pacific Time on the date of any payment by the Lender under a Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse the Lender in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse the Lender by (any such timeunreimbursed amount, an “Unreimbursed Amount”), the Borrower shall be deemed to have requested a Revolving Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the amount of the unreimbursed drawing (the “such 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 Revolving Commitment and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice). Any notice given by the Lender 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) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the 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.

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Lender L/C Issuer shall notify the Borrower thereof. Not later than 11:00 a.m. on the date of any payment by the Lender L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse the Lender L/C Issuer in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse the Lender L/C Issuer by such time, the Borrower shall be deemed to have requested a Revolving Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the amount of the unreimbursed drawing (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 Revolving Commitment and the conditions set forth in Section 4.02 5.02 (other than the delivery of a Loan Notice)) and provided that, after giving effect to such Borrowing, the Outstanding Amount of the Revolving Loans and L/C Obligations shall not exceed the lesser of (A) the Revolving Commitment and (B) the Borrowing Base. Any notice given by the Lender L/C Issuer 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) The Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Lender may apply Cash Collateral provided for this purpose) to the L/C Issuer in an amount equal to the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice, whereupon, subject to the provisions of Section 2.03(c)(iii), the Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving 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 Borrower shall be deemed to have incurred from the Lender 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.

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Lender L/C Issuer shall notify the Borrower Borrowers thereof. Not later than 11:00 a.m. on On the date of any payment by the Lender L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse the Lender in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse the Lender by such time, the Borrower Borrowers shall be deemed to have requested a Revolving Borrowing of Base Rate Loans Loan to be disbursed on the Honor Date in an amount equal to the amount of the unreimbursed such drawing (the “Unreimbursed Drawing Amount”), ) without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans2.02, but subject to the amount of the unutilized portion of the Revolving Aggregate Commitment Amount and the conditions set forth out in Section 4.02 (other than the delivery of a Loan NoticeRequest for Credit Extension). L/C Issuer shall promptly notify each Bank of the Honor Date, the Drawing Amount, and the amount of such Bank’s Percentage Share thereof. Any notice given by the Lender L/C Issuer pursuant to this Section 2.03(c)(i2.03(c) 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 Bank shall, upon any notice pursuant to this Section 2.03(c), make funds available to L/C Issuer at L/C Issuer’s office in an amount equal to its Percentage Share of the Drawing Amount not later than 1:00 p.m., Central Time (ii) or 5:00 p.m. if the draw was made after 11:00 a.m.), on the Business Day specified in such notice by L/C Issuer, whereupon each Bank that so makes funds available shall be deemed to have made a Base Rate Loan to Borrowers in such amount. With respect to any Unreimbursed Drawing Amount that is not fully refinanced reimbursed by a Revolving Borrowing Credit Extension of Base Rate Loans because the conditions set forth out in Section 4.02 cannot be satisfied or for any other reason, the Borrower Borrowers shall be deemed to have incurred from the Lender L/C Issuer an L/C Borrowing Advance in the amount of the Unreimbursed Drawing Amount that is not so refinancedreimbursed (the “Unreimbursed Amount”), which L/C Borrowing Advance shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Bank’s payment to L/C Issuer shall be deemed payment in respect of its participation in such L/C Advance and shall constitute an L/C Advance from such Bank in satisfaction of its participation obligation under this Section 2.03. Each Bank’s obligation to make Loans or L/C Advances to reimburse L/C Issuer for amounts drawn under Letters of Credit, shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Bank may have against L/C Issuer, Borrowers or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default; or (iii) any other occurrence, event or condition, whether or not similar to any of the foregoing. No such making of an L/C Advance shall relieve or otherwise impair the obligation of Borrowers to reimburse L/C Issuer for the amount of any payment made by L/C Issuer under any Letter of Credit, together with interest as provided herein. If any Bank fails to make available to L/C Issuer any amount required to be paid by such Bank, L/C Issuer shall be entitled to recover from such Bank, on demand, such amount with interest thereon for the period from the date such payment 1335940v11 is required to the date on which such payment is immediately available to L/C Issuer at a rate per annum equal to the Federal Funds Rate from time to time in effect.

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Lender shall notify the Borrower thereof. Not later than 11:00 a.m. on the date of any payment by the Lender under a Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse the Lender in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse the Lender by such time, the Borrower shall be deemed to have requested a Revolving Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the amount of the unreimbursed drawing (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 Revolving Commitment and the conditions set forth in Section 4.02 5.02 (other than the delivery of a Loan Notice)) and provided that, after giving effect to such Borrowing, the aggregate outstanding principal amount of all Revolving Loans and all L/C Obligations shall not exceed the Revolving Commitment Amount. Any notice given by the Lender pursuant to this Section 2.03(c)(i2.03(c) 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) . With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving 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 Borrower shall be deemed to have incurred from the 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.

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Lender Bank shall notify the Borrower thereof. Not later than 11:00 a.m. on the date of any payment by the Lender Bank under a Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse the Lender Bank in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse the Lender Bank by such time, the Borrower shall be deemed to have requested a Revolving Borrowing of Base Rate Loans a Loan to be disbursed on the Honor Date in an amount equal to the amount of the unreimbursed drawing (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 Revolving Commitment Amount and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice) whereupon, subject to the provisions of Section 2.03(c)(ii). Any notice given by the Lender pursuant , Bank shall be deemed to this Section 2.03(c)(i) may be given by telephone if immediately confirmed have made a Loan to Borrower in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such noticeamount. (ii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Borrowing of Base Rate Loans a Loan because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the Lender 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.

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Lender L/C Issuer shall notify the Borrower thereof. Not later than 11:00 a.m. on the date of any payment by the Lender L/C Issuer under a Letter of Credit (each such date, an “"Honor Date”"), the Borrower shall reimburse the Lender L/C Issuer in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse the Lender by In such timeevent, the Borrower shall be deemed to have requested a Revolving Committed Borrowing of a Base Rate Loans Loan to be disbursed on the Honor Date in an amount equal to the amount of the unreimbursed drawing (the “"Unreimbursed Amount”"), without regard to the minimum and multiples specified in Section 2.02 for the principal amount of the Base Rate LoansLoan, but subject to the amount of the unutilized portion of the Revolving Commitment and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by the Lender L/C Issuer 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) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Committed Borrowing of a Base Rate Loans Loan because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the Lender 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.

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 Lender L/C Issuer shall notify the Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. on the date of any payment by the Lender L/C Issuer under a Letter of Credit (each such date, an “Honor Date”) or if the Borrower is notified of such drawing after 10:00 a.m., then no later than 11:00 a.m. on the first Business Day immediately following the Honor Date (it being understood that unless such drawing is repaid on the Honor Date, the Borrower shall be responsible for interest on any such drawing until the L/C Issuer has been reimbursed), the Borrower shall reimburse the Lender L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse the Lender L/C Issuer by such time, the Administrative Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereof. In such event, the Borrower shall be deemed to have requested a Revolving Committed Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the amount of the unreimbursed drawing (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 Revolving Commitment Aggregate Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by the Lender 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 Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the L/C Issuer at the Administrative Agent’s Office in an amount equal to its 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)(ii), each Lender that so makes funds available shall be deemed to have made a Base Rate Committed Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the L/C Issuer. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Committed Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the Lender 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 Lender’s payment to the Administrative Agent for the account of the 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 Lender funds its Committed Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Percentage of such amount shall be solely for the account of the L/C Issuer. (v) Each Lender’s obligation to make Committed Loans or L/C Advances to reimburse 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 L/C Issuer, the 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, however, that each Lender’s obligation to make 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 Borrower of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Lender fails to make available to the Administrative Agent for the account of the 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), 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 the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation. A certificate of the L/C Issuer submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Lender shall notify the Borrower thereof. Not later than 11:00 a.m. on the date of any payment by the Lender under a Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse the Lender in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse the Lender by such time, the Borrower shall be deemed to have requested a Revolving Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the amount of the unreimbursed drawing (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 Revolving Commitment and the conditions set forth in Section 4.02 5.2 (other than the delivery of a Loan NoticeBorrowing Request). Any notice given by the Lender pursuant to this Section 2.03(c)(i2.2(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) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 5.2 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the 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 Interest Rate.

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Lender shall notify the Borrower thereof. Not later than 11:00 a.m. 2:00 p.m. on the date of any payment by the Lender under a Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse the Lender in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse the Lender by such time, the Borrower shall be deemed to have requested a Revolving Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the unreimbursed amount of the unreimbursed drawing (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 Revolving Commitment and the conditions set forth in Section 4.02 5.02 (other than the delivery of a Loan Notice)) and provided that, after giving effect to such Borrowing, the Total Revolving Outstandings shall not exceed the Revolving Commitment. Any notice given by the Lender 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) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving 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 Borrower shall be deemed to have incurred from the 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.

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Letter of Credit LC of any notice of a drawing under such Letter of CreditLC, the Lender shall notify the Borrower thereof. Not later than 11:00 a.m. 12:00 noon on the date of any payment by the Lender under a Letter of Credit an LC (each such date, an “Honor Date”), the Borrower shall reimburse the Lender in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse the Lender by such time, the Borrower shall be deemed to have requested incurred from Lender a Loan under the Revolving Borrowing of Base Rate Loans Credit Facility, to be disbursed on the Honor Date in an amount equal to the amount of the unreimbursed drawing (the “Unreimbursed Amount”), without regard to the any minimum and multiples specified in Section 2.02 for the principal Loan amount of Base Rate Loans, but subject or to the amount of the unutilized portion of the Revolving Commitment and the conditions set forth out in Section 4.02 (other than the delivery of a Loan Notice)5. Any notice given by the Lender pursuant to this Section 2.03(c)(i2.4(b)(i) may be given by telephone if immediately confirmed in writing; provided that that, the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) With respect to any Unreimbursed Amount that is not deemed to be fully refinanced by a Loan under the Revolving Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reasonCredit Facility at a time when, after giving effect to such Loan, the Revolving Credit Exposure would exceed the Revolving Credit Limit (or a Potential Default or a Default exists), Borrower shall be deemed to have incurred from the Lender an L/C LC Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C LC Borrowing shall be deemed to be an overadvance and shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate.

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Lender L/C Issuer shall notify the Borrower Company thereof. Not later than 11:00 a.m. The L/C Issuer shall notify the Company on the date of any payment by the Lender L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), and the Borrower Company shall reimburse the Lender L/C Issuer in an amount equal to the amount of such drawingdrawing no later than on the next succeeding Business Day (and any reimbursement made on such next Business Day shall be taken into account in computing fees in respect of any such Letter of Credit). If the Borrower Company fails to so reimburse the Lender by L/C Issuer on such timenext Business Day, the Borrower shall be deemed Company’s obligation to have requested a Revolving Borrowing of Base Rate Loans reimburse the L/C Issuer with respect to be disbursed on the Honor Date in an amount equal to the amount of the unreimbursed such drawing (the “Unreimbursed Amount”) shall be satisfied by funds withdrawn by the L/C Issuer from the Collateral Account (and the Company hereby irrevocably authorizes and instructs the L/C issuer to make such withdrawals); provided that the Company shall pay interest on all overdue Unreimbursed Amounts hereunder, without regard which shall include all Unreimbursed Amounts following a termination pursuant to Section 7.02 (including an automatic termination) at a fluctuating interest rate per annum at all times equal to the minimum and multiples specified in Section 2.02 for the principal amount of Base Default Rate Loans, but subject to the amount of the unutilized portion of the Revolving Commitment and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice)fullest extent permitted by applicable Laws. Any notice given by the Lender L/C Issuer pursuant to this Section 2.03(c)(i2.01(c) may be given by telephone if immediately promptly confirmed in writing; provided that the lack of such an immediate prompt confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the 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.

Drawings and Reimbursements. (ia) Upon receipt from In the beneficiary event of any Letter of Credit of any notice of request for a drawing under such Letter of Credit, the Lender shall notify the Borrower thereof. Not later than 11:00 a.m. on the date of any payment by the Lender under a Letter of Credit (each such date, an “Honor Date”)by the beneficiary or transferee thereof, the Borrower shall reimburse Lender will promptly notify the Lender in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse the Lender by such time, the Borrower shall be deemed to have requested a Revolving Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the amount of the unreimbursed drawing (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 Revolving Commitment and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice)Borrowers. Any notice given by the Lender pursuant to this Section 2.03(c)(i2.13(a) may be given by telephone oral if immediately confirmed in writingwriting (including by facsimile); provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. . The Borrowers shall reimburse the Lender prior to 12 Noon A.M., on each date that any amount is paid by the Lender under any Letter of Credit (ii) With respect each such date, an "HONOR DATE"), in an amount equal to the amount so paid by the Lender. In the event the Borrowers fail to reimburse the Lender for the full amount of any Unreimbursed Amount drawing under any Letter of Credit by 12 Noon A.M. on the Honor Date, the Borrowers shall be deemed to have requested that is not fully refinanced by a Revolving Borrowing of Base Rate Loans because Advances be made by the Lender to be disbursed on the Honor Date under such Letter of Credit, subject to the amount of the unutilized portion of the Commitment and subject to the conditions set forth in Section 4.02 can6.2. (b) With respect to any unreimbursed drawing that is not be satisfied converted into Advances consisting of Base Rate Advances to the Borrowers in whole or in part, because of the Borrowers' failure to satisfy the conditions set forth in Section 6.2 or for any other reason, the Borrower Borrowers shall be deemed to have incurred from the Lender an L/C Borrowing a Letter of Credit Advance (herein so called) in the amount of the Unreimbursed Amount that is not so refinancedsuch drawing, which L/C Borrowing Letter of Credit Advance shall be due and payable on demand (together with interest) and shall bear interest at a rate per annum equal to the Default RateRate for the period from and including the date of such drawing to but excluding the date of the Letter of Credit Advance, together with all accrued, unpaid interest thereon, until paid in full.

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Lender L/C Issuer shall notify the Borrower thereof. Not later than 11:00 a.m. 1:00 p.m. on the date of any payment by the Lender L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse the Lender L/C Issuer in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse the Lender by In such timeevent, the Borrower shall be deemed to have requested a Revolving Borrowing of a Base Rate Loans Loan to be disbursed on the Honor Date in an amount equal to the amount of the unreimbursed drawing (the “Unreimbursed Amount”), without regard to the minimum and multiples specified in Section 2.02 for the principal amount of the Base Rate LoansLoan, but subject to the amount of the unutilized portion of the Revolving Commitment and the conditions set forth in Section 4.02 (other than the delivery of a Committed Revolving Loan Notice). Any notice given by the Lender L/C Issuer 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) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Borrowing of a Base Rate Loans Loan because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the Lender 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.

Drawings and Reimbursements. (ia) Upon receipt from In the beneficiary event of any request for a drawing under a Letter of Credit of any notice of a drawing under such Letter of Creditby the beneficiary or transferee thereof, the Lender shall Bank will promptly notify the Borrower. The Borrower thereof. Not later than 11:00 shall reimburse the Bank prior to 10:00 a.m. (Chicago time)], on the each date of that any payment amount is paid by the Lender Bank under a any Letter of Credit (each such date, an “"Honor Date”"), the Borrower shall reimburse the Lender in an amount equal to the amount of such drawingso paid by the Bank. If In the event the Borrower fails to so reimburse the Lender Bank for the full amount of any drawing under any Letter of Credit by such 10:00 a.m. (Chicago time) on the Honor Date, and the Borrower shall be deemed to have requested a Revolving Borrowing of that Base Rate Loans be made by the Bank to be disbursed on the Honor Date in an amount equal to the amount under such Letter of the unreimbursed drawing (the “Unreimbursed Amount”)Credit, 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 Commitment and subject to the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice)5.02. Any notice given by the Lender Bank pursuant to this Section 2.03(c)(isubsection 3.03(a) may be given by telephone oral if immediately confirmed in writingwriting (including by facsimile); provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (iib) With respect to any Unreimbursed Amount unreimbursed drawing that is not fully refinanced by a converted into Revolving Borrowing Loans consisting of Base Rate Loans to the Borrower in whole or in part, because of the Borrower's failure to satisfy the conditions set forth in Section 4.02 cannot be satisfied 5.02 or for any other reason, the Borrower shall be deemed to have incurred from the Lender Bank an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinancedsuch drawing, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at a rate per annum equal to the Default RateBase Rate plus 2% per annum.

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Letter of Credit LC of any notice of a drawing under such Letter of CreditLC, the Lender shall notify the Borrower thereof. Not later than 11:00 a.m. on the date of any payment by the Lender under a Letter of Credit an LC (each such date, an “Honor Date”), the Borrower shall reimburse the Lender in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse the Lender by such time, the Borrower shall be deemed to have requested a Loan under the Revolving Borrowing of Base Rate Loans Credit Facility to be disbursed on the Honor Date in an amount equal to the amount of the unreimbursed drawing (the “Unreimbursed Amount”), without regard to the minimum and multiples specified in Section 2.02 2.3 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Commitment and the conditions set forth out in Section 4.02 5 (other than the delivery of a Loan NoticeRequest). Any notice given by the Lender pursuant to this Section 2.03(c)(i2.5(b)(i) may be given by telephone if immediately confirmed in writing; provided that that, the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Borrowing of Base Rate Loans Loan because the conditions set forth out in Section 4.02 5 cannot be satisfied satisfied, there are not sufficient available funds under the Revolving Credit Facility, or for any other reason, the Borrower shall be deemed to have incurred from the Lender 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 Rate.

Drawings and Reimbursements. (ia) Upon receipt from In the beneficiary event of any request for a drawing under a Letter of Credit of any notice of a drawing under such Letter of Creditby the beneficiary or transferee thereof, the Lender shall Bank will promptly notify the Borrower. The Borrower thereof. Not later than 11:00 shall reimburse the Bank prior to 10:00 a.m. (San Francisco time), on the each date of that any payment amount is paid by the Lender Bank under a any Letter of Credit (each such date, an “"HONOR DATE") (provided that the Bank notifies Borrower of such payment prior to 9:00 a.m. on the Honor Date”), the Borrower shall reimburse the Lender in an amount equal to the amount of such drawingso paid by the Bank. If In the event the Borrower fails to so reimburse the Lender Bank for the full amount of any drawing under any Letter of Credit by such 10:00 a.m. (San Francisco time) on the Honor Date, the Bank will promptly notify the Borrower thereof, and the Borrower shall be deemed to have requested a Revolving Borrowing of that Base Rate Loans be made by the Bank to be disbursed on the Honor Date in an amount equal to the amount under such Letter of the unreimbursed drawing (the “Unreimbursed Amount”)Credit, 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 Commitment and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice)Commitment. Any notice given by the Lender Bank pursuant to this Section 2.03(c)(isubsection 4.03(a) may be given by telephone oral if immediately confirmed in writingwriting (including by facsimile); provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (iib) With respect to any Unreimbursed Amount unreimbursed drawing that is not fully refinanced by a converted into Revolving Borrowing Loans consisting of Base Rate Loans to the Borrower in whole or in part, because of the Borrower's failure to satisfy the conditions set forth in Section 4.02 cannot be satisfied 8.01 or for any other reason, the Borrower shall be deemed to have incurred from the Lender Bank an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinancedsuch drawing, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at a rate per annum equal to the Default RateBase Rate plus 2.0% per annum.

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Lender L/C Issuer shall notify the Borrower thereofthereof not less than two (2) Business Days prior to the Honor Date (as defined below; 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. Not later than 11:00 a.m. on On the date of any payment by the Lender L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse the Lender in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse the Lender by such time, the Borrower shall be deemed to have requested a Revolving Committed Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the amount of the unreimbursed drawing (the “Unreimbursed Amount”)such payment, without regard to the minimum and multiples specified in Section 2.02 2.02(b) for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Commitment Loan Cap and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by the Lender L/C Issuer 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) . In the event that such Committed Borrowing cannot be made pursuant to the terms hereof, then not later than 11:00 a.m. on the Honor Date,the Borrower shall reimburse the L/C Issuer in an amount equal to the amount of such drawing. With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Committed Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the Lender L/C Issuer an L/C Borrowing in the amount of the any Unreimbursed Amount that is not so refinancedAmount, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default RateRate for Base Rate Loans.

Drawings and Reimbursements. (ii ) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Lender shall notify the Borrower thereof. Not later than 11:00 a.m. 2:00 p.m. on the date of any payment by the Lender under a Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse the Lender in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse the Lender by such time, the Borrower shall be deemed to have requested a Revolving Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the unreimbursed amount of the unreimbursed drawing (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 Revolving Commitment and the conditions set forth in Section 4.02 5.02 (other than the delivery of a Loan Notice)) and provided that, after giving effect to such Borrowing, the Total Revolving Outstandings shall not exceed the Revolving Commitment. Any notice given by the Lender 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. (iiii ) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving 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 Borrower shall be deemed to have incurred from the 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.

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Lender shall notify the Borrower thereof. Not later than 11:00 a.m. 2:00 p.m. (x) on the date of any payment by the Lender under a Letter of Credit Credit, if the Borrower received notice of such drawing prior to 11:00 a.m., on such date or (y) otherwise on the Business Day immediately following receipt by the Borrower of such notice (each such date, an “Honor Date”), the Borrower shall reimburse the Lender in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse the Lender by such time, the Borrower shall be deemed to have requested a Revolving Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the amount of the unreimbursed drawing (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 Revolving Commitment and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice). Any notice given by the Lender pursuant to this Section 2.03(c)(i2.03(c) 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) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the 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.

Drawings and Reimbursements. (ia) Upon receipt from In the beneficiary event of any request for a drawing under a Letter of Credit of any notice of a drawing under such Letter of Creditby the beneficiary or transferee thereof, the Lender shall Bank will promptly notify the Borrow- er. The Borrower thereof. Not later than 11:00 shall reimburse the Bank prior to 10:00 a.m. (Philadelphia time), on the each date of that any payment amount is paid by the Lender Bank under a any Letter of Credit (each such date, an “"Honor Date”"), the Borrower shall reimburse the Lender in an amount equal to the amount of such drawingso paid by the Bank. If In the event the Borrower fails to so reimburse the Lender Bank for the full amount of any drawing under any Letter of Credit by such 10:00 a.m. (Philadelphia time) on the Honor Date, the Borrower shall be deemed to have requested a Revolving Borrowing of Base that Prime Rate Loans be made by the Bank to be disbursed on the Honor Date in an amount equal to the amount under such Letter of the unreimbursed drawing (the “Unreimbursed Amount”)Credit, 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 Commitment and subject to the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice)5.02. Any notice given by the Lender Bank pursuant to this Section 2.03(c)(isubsection 3.03(a) may be given by telephone oral if immediately confirmed in writingwriting (including by facsimile); provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (iib) With respect to any Unreimbursed Amount unreimbursed drawing that is not fully refinanced by a converted into Revolving Borrowing Loans, because of Base Rate Loans because the Borrower's failure to satisfy the conditions set forth in Section 4.02 cannot be satisfied 5.02 or for any other reason, the Borrower shall be deemed to have incurred from the Lender Bank an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinancedsuch drawing, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at a rate per annum equal to the Default RatePrime Rate plus 2% per annum.

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 Lender L/C Issuer shall notify the Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. on the date of any payment by the Lender L/C Issuer under a Letter of Credit (each such date, an “"Honor Date”"), the Borrower shall reimburse the Lender L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse the Lender L/C Issuer by such time, the Administrative Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing (the "Unreimbursed Amount"), and the amount of such Lender's Pro Rata Share thereof. In such event, the Borrower shall be deemed to have requested a Revolving Committed Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the amount of the unreimbursed drawing (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 Revolving Commitment Aggregate Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by the Lender 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 Lender (including the Lender acting as 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 L/C Issuer at the Administrative Agent's Office 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 Lender that so makes funds available shall be deemed to have made a Base Rate Committed Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the L/C Issuer. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Committed Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the Lender 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 (except to the extent such Unreimbursed Amount was not refinanced as a result of the failure of Lender to other fund a Committed Loan in accordance with the terms and conditions set forth herein) bear interest at the Default Rate. In such event, each Lender's payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(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 Lender funds its Committed Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the 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 L/C Issuer. (v) Each Lender's obligation to make Committed Loans or L/C Advances to reimburse 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 set-off, counterclaim, recoupment, defense or other right which such Lender may have against the L/C Issuer, the 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, however, that each Lender's obligation to make 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 Borrower of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Lender fails to make available to the Administrative Agent for the account of the 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), 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 the L/C Issuer at a rate per annum equal to the Federal Funds Rate from time to time in effect. A certificate of the L/C Issuer submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Lender shall notify the Borrower thereof. Not later than 11:00 a.m. 3:00 p.m. on the date of any payment by the Lender under a Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse the Lender in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse the Lender by (any such timeunreimbursed amount, an “Unreimbursed Amount”), the Borrower shall be deemed to have requested a Revolving Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the amount of the unreimbursed drawing (the “such 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 Revolving Commitment and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice). Any notice given by the Lender 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) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the 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.

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Letter of Credit LC of any notice of a drawing under such Letter of CreditLC, the Lender shall notify the Borrower Representative thereof. Not later than 11:00 a.m. 12:00 p.m. on the date of any payment by the Lender under a Letter of Credit an LC (each such date, an “Honor Date”), the Borrower Borrowers shall reimburse the Lender in an amount equal to the amount of such drawing. If the Borrower fails Borrowers fail to so reimburse the Lender by such time, the Borrower Borrowers shall be deemed to have requested a Loan under the Revolving Borrowing of Base Rate Loans Credit Facility to be disbursed on the Honor Date in an amount equal to the amount of the unreimbursed drawing (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, but subject to the amount of the unutilized portion of the Revolving Commitment and the conditions set forth out in Section 4.02 5 (other than the delivery of a Loan NoticeRequest). Any notice given by the Lender pursuant to this Section 2.03(c)(i2.5(b)(i) may be given by telephone if immediately confirmed in writing; provided that that, the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Borrowing of Base Rate Loans Loan because the conditions set forth out in Section 4.02 5 cannot be satisfied satisfied, there are not sufficient available funds under the Revolving Credit Facility, or for any other reason, the Borrower Borrowers shall be deemed to have incurred from the Lender 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 for the Revolving Credit Facility.