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 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 1:00 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 Company shall reimburse the Lender in an amount equal to the amount of such drawing and in the applicable currency. If the Company fails to so reimburse the Lender by such time, the Company shall be deemed to have requested a 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 Commitment and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice).

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 Company thereof. In Lead Borrower and the case 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 a Letter of Credit denominated in an Alternative Currency, the Company shall their obligation to reimburse the Lender in such Alternative Currency, unless (A) L/C Issuer and the Lender (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of with respect to 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 Dollarspayment. 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 1:00 p.m. on On the date of any payment by the Lender L/C Issuer under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by the Lender under a Letter of Credit to be reimbursed in an Alternative Currency (each such date, an “Honor Date”), unless (i) the Company 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 and in cash is to be used to satisfy such payment, then the applicable currency. If the Company fails to so reimburse the Lender by such time, the Company Borrowers shall be deemed to have requested a borrowing 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”)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 Commitment and whether the conditions set forth in Section 4.02 (other than have been met. Any notice given by the delivery 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, that the lack of a Loan Notice)such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

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 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 thereofBorrower and Administrative Agent. Not later than 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 to be reimbursed in Dollars, or accordance with normal banking procedures in the Applicable Time on the date place 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 Company Borrower shall reimburse the Lender such Issuing Bank in an amount equal to the amount of such drawing and in the applicable currencydrawing. If the Company Borrower fails to so reimburse the Lender such Issuing Bank by such time, such Issuing Bank shall notify Administrative Agent of the Company Honor Date and the amount of the unreimbursed drawing (the “Unreimbursed Amount”). In such event, Borrower shall be deemed to have requested a 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 (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in shall no longer be considered an Alternative Currency) (the “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 Commitment and Loans or the conditions set forth in Section 4.02 3 (other than Conditions Precedent). Any notice given by an Issuing Bank or Administrative Agent pursuant to this Section 2.2(c)(i) may be given by telephone if immediately confirmed in writing; provided that the delivery lack of a Loan Notice)such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

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 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 1:00 p.m. 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 Company shall reimburse the Lender in an amount equal to the amount of such drawing and in the applicable currency. Any notice given by the Lender pursuant to this Section 2.03(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 so reimburse (whether by means of a Borrowing or otherwise) the Lender by such time, the Company shall be deemed to have requested a borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the amount of the unreimbursed for any drawing (expressed in Dollars in the an amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative Currency) under any Letter of Credit (the each such unreimbursed drawing, an “Unreimbursed Amount”), without regard then the Unreimbursed Amount 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 minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject Outstanding Amount with respect to the amount of the unutilized portion of the Commitment and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice)Revolving Loan.

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 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 thereofBorrower and Administrative Agent. Not later than 1:00 p.m. (New York City time) on the date of any payment by the Lender applicable Issuing Bank under a Letter of Credit to be reimbursed in Dollars, or accordance with normal banking procedures in the Applicable Time on the date place 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 Company Borrower shall reimburse the Lender such Issuing Bank in an amount equal to the amount of such drawing and in the applicable currencydrawing. If the Company Borrower fails to so reimburse the Lender such Issuing Bank by such time, such Issuing Bank shall notify the Company Administrative Agent of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”) and the Commitment under which such Unreimbursed Amount applies. In such event, Borrower shall be deemed to have requested a borrowing DSR Loan (in the case of a DSR Letter of Credit) or a Revolving Loan (in the case of a WC Letter of Credit) from such Issuing Bank, in either case, that is a Base Rate Loans Loan 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 2.2 (Revolving Loans) for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Commitment and Loans or the conditions set forth in Section 4.02 3 (other than Conditions Precedent). Any notice given by an Issuing Bank or Administrative Agent pursuant to this Section 2.3(c)(i) may be given by telephone if immediately confirmed in writing; provided that the delivery lack of a Loan Notice)such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

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 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 1:00 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 Company shall reimburse the Lender in an amount equal to the amount of such drawing and in the applicable currency. If the Company fails to so reimburse the Lender by such time, the Company shall be deemed to have requested a borrowing of Base Prime 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 Prime Rate Loans, but subject to the amount of the unutilized portion of the Commitment and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice).

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 Company thereof. In Borrower thereof not less than two (2) Business Days prior to the case Honor Date (as defined below; provided, however, that any failure to give or delay in giving such notice shall not relieve the Borrower of a Letter of Credit denominated in an Alternative Currency, the Company shall its obligation to 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 DollarsL/C Issuer. 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 1:00 p.m. on On the date of any payment by the Lender L/C Issuer under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by the Lender under a Letter of Credit to be reimbursed in an Alternative Currency (each such date, an “Honor Date”), the Company shall reimburse the Lender in an amount equal to the amount of such drawing and in the applicable currency. If the Company fails to so reimburse the Lender by such time, the Company Borrower shall be deemed to have requested a borrowing Committed 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”)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 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 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. 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 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 L/C Issuer an L/C Borrowing in the amount of any Unreimbursed Amount, which L/C Borrowing shall be due and payable on demand and shall bear interest at the Default Rate 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 notify promptly the Company thereof. In On 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, Business Day on which the Company shall have notified the Lender promptly following receipt of the received 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 1:00 p.m. on the date of any payment by the Lender under a Letter of Credit to be reimbursed in Dollarsor, or if the Applicable Time Company shall have received such notice later than 12:00 p.m. on any Business Day, on the date of any payment by succeeding Business Day (such applicable Business Day, the Lender under a Letter of Credit to be reimbursed in an Alternative Currency (each such date, an “L/C Honor Date”), the Company Borrowers shall, jointly and severally (regardless of whether or not such Letter of Credit shall 33 be for the sole account of a Borrower or for the joint account of a Borrower and any Subsidiary), reimburse the Lender in an amount equal to the amount of such drawing and in the applicable currencyDollars. If the Company fails Borrowers fail to so reimburse the Lender by on the L/C Honor Date (or if any such timereimbursement payment is required to be refunded to a Borrower for any reason), then the Company shall be deemed to have requested a 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 ABR Loan in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative Currency) such unreimbursed drawing (the “Unreimbursed Amount”), . Such Loan shall be made by the Lender without regard to the minimum Loan Minimums and multiples specified Loan Multiples. Any notice given by the Lender pursuant to this Section 2.4(c)(i) may be given by telephone if immediately confirmed in Section 2.02 writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. For the avoidance of doubt, if any drawing occurs under a Letter of Credit and such drawing is not reimbursed on the same day, the Unreimbursed Amount of such drawing shall, without duplication, accrue interest for each day until the principal amount date of Base Rate Loans, but subject reimbursement at (x) prior to the amount third Business Day following the L/C Honor Date, the rate per annum applicable to the outstanding principal balance of ABR Loans pursuant to Section 3.1(a), and (y) thereafter, a rate per annum equal to the unutilized portion Default Rate applicable to the outstanding principal balance of the Commitment and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice)ABR Loans.

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Several Letter of Credit of any notice of a drawing under such Several Letter of Credit, the Lender applicable Several L/C Agent shall notify the Administrative Agent, and the Administrative Agent shall notify the Company and the L/C Tranche Lenders, thereof, which notices shall be given promptly and in any event at least one Business Day before the date (the “Honor Date”) on which the applicable Several L/C Agent anticipates that payment of such drawing will be made. In Not later than 10:00 a.m., New York City time, on the Honor Date and without further notice or demand by such Several L/C Agent or the Administrative Agent, (A) each L/C Tranche Lender (including each Limited Fronting Lender, but excluding each Participating L/C Issuer) shall make funds available to the Administrative Agent at the Administrative Agent’s Office in an amount equal to its L/C Tranche Applicable Percentage (and, in the case of each Limited Fronting Lender, the L/C Tranche Applicable Percentage (or the portion thereof for which it has agreed to be a Limited Fronting Lender) of each applicable Participating L/C Issuer) of the drawing under such Several Letter of Credit denominated in an Alternative Currency, (and the Company Administrative Agent shall reimburse make such funds available to the Lender in such Alternative Currency, unless (Aapplicable Several L/C Agent) the Lender (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or and (B) in the absence event that a Limited Fronting Lender pays the L/C Tranche Applicable Percentage of any a Participating L/C Issuer, such requirement for reimbursement Participating L/C Issuer shall pay such L/C Tranche Applicable Percentage (or the relevant portion thereof, if applicable) to such Limited Fronting Lender in Dollarspurchase of its participation in Credit Agreement such payment. Not later than 2:00 p.m., New York City time, on the Honor Date, so long as the Company has received notice of payment under such Several Letter of Credit from such Several L/C Agent or the Administrative Agent by 10:00 a.m., New York City time, on the Honor Date and, otherwise, not later than 2:00 p.m., New York City time, on the following Business Day, the Company shall have notified pay to the Lender promptly following receipt of L/C Tranche Lenders through 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 1:00 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 Company shall reimburse the Lender in Administrative Agent an amount equal to the amount of such drawing and in the applicable currency. If the Company fails to so reimburse the Lender by (such timeamount, the Company shall be deemed to have requested a 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 further demand; provided that, without regard to at any time during the minimum and multiples specified in Section 2.02 for Availability Period, the principal amount of Base Rate LoansCompany may, but subject to the amount of the unutilized portion of the Commitment and the conditions to borrowing set forth herein, request in accordance with Section 4.02 (other than 2.03 that such payment be financed with an ABR Borrowing under the delivery L/C Tranche in an equivalent amount and, to the extent so financed, the Company’s obligation to make such payment shall be discharged and replaced by the resulting ABR Borrowing. Any notice given by such Several L/C Agent or the Administrative Agent pursuant to this Section 2.20(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of a Loan Notice)such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

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 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 The L/C Issuer shall notify the Company of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Not later than 1:00 p.m. on the date of any payment by the Lender L/C Issuer under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by the Lender under a Letter of Credit to be reimbursed in an Alternative Currency (each such date, an “Honor Date”), and the Company shall reimburse the Lender L/C Issuer in an amount equal to the amount of such drawing no later than on the next succeeding Business Day (and any reimbursement made on such next Business Day shall be taken into account in the applicable currencycomputing fees in respect of any such Letter of Credit). If the Company fails to so reimburse the Lender by L/C Issuer on such timenext Business Day, the Company shall be deemed Company’s obligation to have requested a 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 (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”) 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 fullest extent permitted by applicable Laws. Any notice given by the L/C Issuer pursuant to this Section 2.01(c) may be given by telephone if promptly confirmed in writing; provided that the lack of such prompt confirmation shall not affect the unutilized portion conclusiveness or binding effect of the Commitment and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice)such notice.

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 Company thereof. In Borrower of 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 a Letter Commercial Letters of Credit denominated in an Alternative CurrencyCredit, the Company subsequent notification by routine methods 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 thereofbe deemed sufficient notice. Not later than 1:00 p.m. 9:00 a.m., on the date of any payment by the Lender L/C Issuer under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by the Lender under a Letter of Credit to be reimbursed in an Alternative Currency (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 Company Borrower shall reimburse the Lender L/C Issuer in an amount equal to the amount of such drawing and in the applicable currencydrawing. If the Company Borrower fails to so reimburse the Lender L/C Issuer by such timetime (the “Unreimbursed Amount”), the Company Borrower shall be deemed to have requested a borrowing 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 (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 Total Commitment and the conditions set forth in Section 4.02 (other than 3.2. Any notice given by the delivery L/C Issuer pursuant to this Section 2.2(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of a Loan Notice)such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of CreditCredit (a “Drawing Request”), the Lender shall notify the applicable Credit Party of the receipt of such Drawing Request and of the date the Lender will honor such request (each such date, an “Honor Date”). Not later than 2:00 p.m. on such Honor Date, the Company thereofor the applicable Credit Party shall reimburse the Lender for the amount paid by the Lender in connection with such Drawing Request; provided that if the applicable Credit Party does not receive such notice before 10:00 a.m. on such Honor Date, such payment shall be made no later than 2:00 p.m. on the Business Day after the Honor Date together with, if applicable, interest as provided in Section 2.04. In the case of a Letter of Credit denominated in an Alternative Currency, the Company or the applicable Credit Party 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 U.S. Dollars, or (B) in the absence of any such requirement for reimbursement in U.S. Dollars, the Company applicable Credit Party shall have notified the Lender promptly following receipt of the notice of drawing that the Company it will reimburse the Lender in U.S. Dollars. In the case of any such reimbursement in U.S. Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the Lender shall notify the Company applicable Credit Party of the U.S. Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Not later than 1:00 p.m. In the event that (A) a drawing denominated in an Alternative Currency is to be reimbursed in U.S. Dollars pursuant to the second sentence in this Section 2.01(c) and (B) the U.S. Dollar amount paid by the Company, whether on or after the Honor Date, shall not be adequate on the date of any that payment by to purchase in accordance with normal banking procedures a sum denominated in 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”)equal to the drawing, the Company shall reimburse agrees, as a separate and independent obligation, to indemnify the Lender in an amount equal for the loss resulting from its inability on that date to purchase the amount of such drawing and Alternative Currency in the applicable currency. If the Company fails to so reimburse the Lender by such time, the Company shall be deemed to have requested a borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the full 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 Commitment and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice)drawing.

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 Company thereof. In Borrower and 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 Agent thereof. Not later than 1:00 p.m. 11:00 a.m. (New York time) on the date of any payment by the Lender Issuing Bank 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 Company Borrower shall reimburse the Lender Issuing Bank through the Agent in an amount equal to the amount of such drawing and in the applicable currencydrawing. If the Company Borrower fails to so reimburse the Lender Issuing Bank by such time, the Company 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 borrowing 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 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Commitment Commitments and the conditions set forth in Section 4.02 5.02 (other than the delivery of a Loan NoticeNotice of Borrowing). Any notice given by the Issuing Bank or the Agent pursuant to this Section 3.03(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.

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 Company thereof. In Borrower and 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 Administrative Agent thereof. Not later than 1:00 2:00 p.m. (x) on the date of any payment by the Lender L/C Issuer under a Letter of Credit Credit, if the Borrower received notice of such drawing prior to be reimbursed in Dollars11:00 a.m., on such date, or the Applicable Time (y) otherwise on the date of any payment Business Day immediately following receipt by the Lender under a Letter Borrower of Credit to be reimbursed in an Alternative Currency such notice (each such date, an “Honor Date”), the Company Borrower shall reimburse the Lender L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing and in the applicable currencydrawing. If the Company Borrower fails to so reimburse the Lender L/C Issuer by such time, the Company 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 borrowing 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 Commitment Revolving Facility and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice).. Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(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 (and the Administrative Agent may apply Cash Collateral provided for this purpose) 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)(iii), each Lender that so makes funds available shall be deemed to have made a Base Rate 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 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 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(c). (iv) Until each Lender funds its Revolving Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the L/C Issuer for any amount drawn under any 43 CHAR1\1816984v1CHAR1\1816984v7

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 Company promptly Borrower thereof. In On 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) Business Day on which Borrower shall have specified in such received 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 1:00 p.m. on the date of any payment by the Lender under a Letter of Credit to be reimbursed in Dollarsor, or the Applicable Time if Borrower shall have received such notice later than 12:00 p.m. on any Business Day, on the date of any payment by succeeding Business Day (such applicable Business Day, the Lender under a Letter of Credit to be reimbursed in an Alternative Currency (each such date, an “L/C Honor Date”), Borrower shall (regardless of whether or not such Letter of Credit shall be for the Company shall sole account of Borrower or for the joint account of Borrower and any Subsidiary) reimburse the Lender in an amount equal to the amount of such drawing and in the applicable currencydrawing. If the Company Xxxxxxxx fails to so reimburse Lender on the Lender by L/C Honor Date (or if any such timereimbursement payment is required to be refunded to Borrower for any reason), the Company then Borrower shall be deemed to have requested a 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 ABR Revolving Loan in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative Currency) such unreimbursed drawing (the “Unreimbursed Amount”), . Such Revolving Loan shall be made by Lender without regard to the minimum Loan Minimums and multiples specified Loan Multiples. Any notice given by Lender pursuant to this Section 2.3(c)(i) may be given by telephone if immediately confirmed in Section 2.02 writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. For the avoidance of doubt, if any drawing occurs under a Letter of Credit and such drawing is not reimbursed on the same day (including by an ABR Revolving Loan), the Unreimbursed Amount of such drawing shall, without duplication, accrue interest for each day until the principal amount date of Base Rate Loans, but subject reimbursement at (x) prior to the amount third Business Day following the L/C Honor Date, the rate per annum applicable to the outstanding principal balance of ABR Revolving Loans pursuant to Section 3.1(a), and (y) thereafter, a rate per annum equal to the unutilized portion Default Rate applicable to the outstanding principal balance of the Commitment and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice)ABR Revolving 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 notify the 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 Borrower thereof. Not later than 1:00 p.m. on the date of one Business Day after 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 Company Borrower shall reimburse the Lender in an amount equal to the Dollar Equivalent of the amount of such drawing currency (or at the request of the Lender, the applicable Alternative Currency amount of such drawing), together with interest from and including the date of honor calculated at the rate then applicable to an Alternate Base Rate Loan (or, at the request of the Lender, the sum of (A) the Applicable Rate plus (B) the British Bankers Association LIBOR Rate for the relevant currency as published by Reuters (or other commercially available source providing quotations of BBA LIBOR designated by the Lender from time to time or, if Lender determines that no such source is available, the rate at which the Lender determines that deposits in the applicable currency. relevant currency are available in the interbank market in London) at approximately 11:00 London time, two Business Days prior to the date of calculation for deposits in the relevant currency (for delivery on the first day of such interest period) for a term of one month (the “Eurocurrency Rate”).) If the Company Borrower fails to so reimburse the Lender by such timeLender, the Company Borrower shall be deemed to have requested a borrowing of a Revolving Loan that is a Alternate Base Rate Loans Loan to be disbursed on the Business Day after the date of Honor Date in an amount equal to the amount of the such unreimbursed drawing (expressed if in Dollars in the amount of Dollars) or the Dollar Equivalent thereof in the case of a Letter of Credit denominated such unreimbursed drawing (if in an Alternative Currency) (the “Unreimbursed Amount”), without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Alternate 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).

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 Company thereof. In the case of a Letter of Credit denominated in an Alternative Currency, the Company Issuer 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 Borrower and Administrative Agent thereof. Not later than 1:00 5:00 p.m. on (x) the date of any payment by the Lender Letter of Credit Issuer 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”), if Borrower receives such notice on or prior to 12:00 Noon on the Company Honor Date, or (y) the Business Day immediately following the Honor Date, if Borrower receives such notice after 12:00 Noon on the Honor Date, Borrower shall reimburse the Lender Letter of Credit Issuer in an amount equal to the amount of such drawing and in the applicable currencydrawing. If the Company Borrower fails to so reimburse the Lender Letter of Credit Issuer by such time, Administrative Agent shall promptly notify each Lender of the Company relevant payment date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Lender’s Pro Rata Share thereof. In such event, Borrower shall be deemed to have requested a borrowing Borrowing of Base Prime Rate Loans to be disbursed on the Honor Date relevant payment 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 2.4 hereof for the principal amount of Base Prime Rate Loans, but subject to the amount of the unutilized portion of the Commitment Available Loan Amount and the conditions condition set forth in Section 4.02 (other than 6.2(b). Any notice given by Letter of Credit Issuer or Administrative Agent pursuant to this Section 2.12(c)(i) may be given by telephone if immediately confirmed in writing; provided that the delivery lack of a Loan Notice)such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

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 Company Borrower thereof. In On the case of a Letter of Credit denominated in an Alternative Currency, Business Day on which the Company shall reimburse the Lender in such Alternative Currency, unless (A) the Lender (at its option) Borrower shall have specified in such received 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 1:00 p.m. on the date of any payment by the Lender under a Letter of Credit to be reimbursed in Dollarsor, or if the Applicable Time Borrower shall have received such notice later than 10:00 a.m. on any Business Day, on the date of any payment by succeeding Business Day (such applicable Business Day, the Lender under a Letter of Credit to be reimbursed in an Alternative Currency (each such date, an “L/C Honor Date”), the Company 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 drawing and in the applicable currencyDollars. If the Company 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 Company Borrower shall be deemed to have requested a 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 ABR Revolving Loan in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative Currency) 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 Commitment and the any conditions precedent set forth in Section 4.02 4.2 hereof (other than an “L/C Advance”). Any notice given by the delivery Lender pursuant to this Section 2.4(c) may be given by telephone if immediately confirmed in writing; provided that the lack of a Loan Notice).such an immediate confirmation shall not affect the conclusiveness or binding effect of such EXHIBIT 10.1

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 Company thereof. In Borrower thereof not less than two (2) Business Days prior to the case Honor Date (as defined below; provided, however, that any failure to give or delay in giving such notice shall not relieve the Borrower of a Letter of Credit denominated in an Alternative Currency, the Company shall its obligation to 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 DollarsL/C Issuer. 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 1:00 p.m. on On the date of any payment by the Lender L/C Issuer under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by the Lender under a Letter of Credit to be reimbursed in an Alternative Currency (each such date, an “Honor Date”), the Company shall reimburse the Lender in an amount equal to the amount of such drawing and in the applicable currency. If the Company fails to so reimburse the Lender by such time, the Company Borrower shall be deemed to have requested a borrowing Committed 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”)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 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 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. 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 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 L/C Issuer an L/C Borrowing in the amount of any Unreimbursed Amount, which L/C Borrowing shall be due and payable on demand and shall bear interest at the Default Rate 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 notify the 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 1:00 p.m. 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 Company shall reimburse the Lender in an amount equal to the amount of such drawing and in the applicable currency. Any notice given by the Lender pursuant to this Section 2.03(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 so reimburse (whether by means of a Borrowing or otherwise) the Lender by such time, the Company shall be deemed to have requested a borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the amount of the unreimbursed for any drawing (expressed in Dollars in the an amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative Currency) under any Letter of Credit (the each such unreimbursed drawing, an “Unreimbursed Amount”), without regard then the Unreimbursed Amount 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 minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject Outstanding Amount with respect to the amount of the unutilized portion of the Commitment and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice).Revolving Loan. 

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 Company thereof. In Borrower and 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 Administrative Agent thereof. Not later than 1:00 2:00 p.m. (x) on the date of any payment by the Lender L/C Issuer under a Letter of Credit Credit, if the Borrower received notice of such drawing prior to be reimbursed in Dollars11:00 a.m., on such date, or the Applicable Time (y) otherwise on the date of any payment Business Day immediately following receipt by the Lender under a Letter Borrower of Credit to be reimbursed in an Alternative Currency such notice (each such date, an “Honor Date”), the Company Borrower shall reimburse the Lender L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing and in the applicable currencydrawing. If the Company Borrower fails to so reimburse the Lender L/C Issuer by such time, the Company 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 borrowing 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 Commitment Revolving Facility and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice). Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(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.

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 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 1:00 p.m. 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 Company shall reimburse the Lender in an amount equal to the amount of such drawing and in the applicable currency. Any notice given by the Lender pursuant to this Section 2.03(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 so reimburse (whether by means of a Borrowing or otherwise) the Lender by such time, the Company shall be deemed to have requested a borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the amount of the unreimbursed for any drawing (expressed in Dollars in the an amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative Currency) under any Letter of Credit (the each such unreimbursed drawing, an “Unreimbursed Amount”), without regard then the Unreimbursed Amount 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 minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject Outstanding Amount with respect to the amount of the unutilized portion of the Commitment and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice).Revolving Loan. 

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 Company thereof. In Lead Borrower and the case 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 a Letter of Credit denominated in an Alternative Currency, the Company shall their obligation to reimburse the Lender in such Alternative Currency, unless (A) L/C Issuer and the Lender (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of with respect to 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 Dollarspayment. 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 1:00 p.m. on On the date of any payment by the Lender L/C Issuer under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by the Lender under a Letter of Credit to be reimbursed in an Alternative Currency (each such date, an “Honor Date”), unless (i) the Company 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 and in cash is to be used to satisfy such payment, then the applicable currency. If the Company fails to so reimburse the Lender by such time, the Company Borrowers shall be deemed to have requested a borrowing 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”)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 Commitment and whether the conditions set forth in Section 4.02 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, that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) 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 than right which the delivery 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 Loan NoticeDefault or Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing, and without regard to whether the conditions set forth in Section 4.02 have been met. (d).

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Several Letter of Credit of any notice of a drawing under such Several Letter of Credit, the Lender applicable Several L/C Agent shall notify the Administrative Agent, and the Administrative Agent shall notify the Company and the L/C Tranche Lenders, thereof, which notices shall be given promptly and in any event at least one Business Day before the date (the “Honor Date”) on which the applicable Several L/C Agent anticipates that payment of such drawing will be made. In Not later than 10:00 a.m., New York City time, on the Honor Date and without further notice or demand by such Several L/C Agent or the Administrative Agent, (A) each L/C Tranche Lender (including each Limited Fronting Lender, but excluding each Participating L/C Issuer) shall make funds available to the Administrative Agent at the Administrative Agent’s Office in an amount equal to its L/C Tranche Applicable Percentage (and, in the case of each Limited Fronting Lender, the L/C Tranche Applicable Percentage (or the portion thereof for which it has agreed to be a Limited Fronting Lender) of each applicable Participating L/C Issuer) of the drawing under such Several Letter of Credit denominated in an Alternative Currency, (and the Company Administrative Agent shall reimburse make such funds available to the Lender in such Alternative Currency, unless (Aapplicable Several L/C Agent) the Lender (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or and (B) in the absence event that a Limited Fronting Lender pays the L/C Tranche Applicable Percentage of any a Participating L/C Issuer, such requirement for reimbursement Participating L/C Issuer shall pay such L/C Tranche Applicable Percentage (or the relevant portion thereof, if applicable) to such Limited Fronting Lender in Dollarspurchase of its participation in such payment. Not later than 2:00 p.m., New York City time, on the Honor Date, so long as the Company has received notice of payment under such Several Letter of Credit from such Several L/C Agent or the Administrative Agent by 10:00 a.m., New York City time, on the Honor Date and, otherwise, not later than 2:00 p.m., New York City time, on the following Business Day, the Company shall have notified pay to the Lender promptly following receipt of L/C Tranche Lenders through 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 1:00 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 Company shall reimburse the Lender in Administrative Agent an amount equal to the amount of such drawing and in the applicable currency. If the Company fails to so reimburse the Lender by (such timeamount, the Company shall be deemed to have requested a 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 further demand; provided that, without regard to at any time during the minimum and multiples specified in Section 2.02 for Availability Period, the principal amount of Base Rate LoansCompany may, but subject to the amount of the unutilized portion of the Commitment and the conditions to borrowing set forth herein, request in accordance with Section 4.02 (other than 2.03 that such payment be financed with an ABR Borrowing under the delivery L/C Tranche in an equivalent amount and, to the extent so financed, the Company’s obligation to make such payment shall be discharged and replaced by the resulting ABR Borrowing. Any notice given by such Several L/C Agent or the Administrative Agent pursuant to this Section 2.20(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of a Loan Notice)such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Several Letter of Credit of any notice of a drawing under such Several Letter of Credit, the Lender applicable Several L/C Agent shall notify the Administrative Agent, and the Administrative Agent shall notify the Company and the Lenders, thereof, which notices shall be given promptly and in any event at least one Business Day before the date (the “Honor Date”) on which the applicable Several L/C Agent anticipates that payment of such drawing will be made. In Not later than 10:00 a.m., New York City time, on the Honor Date and without further notice or demand by such Several L/C Agent or the Administrative Agent, (A) each Lender (including each Limited Fronting Lender, but excluding each Participating L/C issuer) shall make funds available to the Administrative Agent at the Administrative Agent’s Office in an amount equal to its Applicable Percentage (and, in the case of each Limited Fronting Lender, the Applicable Percentage (or the portion thereof for which it has agreed to be a Limited Fronting Lender) of each applicable Participating L/C Issuer) of the drawing under such Several Letter of Credit denominated in an Alternative Currency, (and the Company Administrative Agent shall reimburse make such funds available to the Lender in such Alternative Currency, unless (Aapplicable Several L/C Agent) the Lender (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or and (B) in the absence event that a Limited Fronting Lender pays the Applicable Percentage of any a Participating L/C Issuer, such requirement for reimbursement in DollarsParticipating L/C Issuer shall pay such Applicable Percentage (or the relevant portion thereof, the Company shall have notified the Lender promptly following receipt of the notice of drawing that the Company will reimburse the if applicable) to such Limited Fronting Lender in Dollars. In the case purchase of any its participation in 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 thereofpayment. Not later than 1:00 p.m. 2:00 p.m., New York City time, on the date Honor Date, so long as the Company has received notice of any payment by the Lender under a such Several Letter of Credit to be reimbursed in Dollars, from such Several L/C Agent or the Applicable Time Administrative Agent by 10:00 a.m., New York City time, on the date of any payment by Honor Date and, otherwise, not later than 2:00 p.m., New York City time, on the Lender under a Letter of Credit to be reimbursed in an Alternative Currency (each such date, an “Honor Date”), following Business Day the Company shall reimburse pay to the Lender in Lenders through the Administrative Agent an amount equal to the amount of such drawing and in the applicable currency. If the Company fails to so reimburse the Lender by (such timeamount, the Company shall be deemed to have requested a 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 further demand. Any notice given by such Several L/C Agent or the Administrative Agent pursuant to this Section 2.01(c)(i) may be given by telephone if immediately confirmed in writing; provided that the minimum and multiples specified in Section 2.02 for lack of such an immediate confirmation shall not affect the principal amount conclusiveness or binding effect of Base Rate Loans, but subject to the amount of the unutilized portion of the Commitment and the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice)such notice.

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 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 Borrower thereof. Not later than 1:00 p.m. 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 Company Borrower shall reimburse the Lender in an amount equal to the amount of such drawing and in the applicable currencydrawing. If the Company Borrower fails to so reimburse the Lender by such time, the Company Borrower shall be deemed to have requested a borrowing 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 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) 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. With respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing of Base Rate Loans because the conditions set forth in Section 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 applicable Issuing Bank shall notify Borrower and Administrative Agent, and the 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 thereofparticipating Issuing Banks. Not later than 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 to be reimbursed in Dollars, or accordance with normal banking procedures in the Applicable Time on the date place 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 Company Borrower shall reimburse the Lender such Issuing Bank in an amount equal to the amount of such drawing and in the applicable currencydrawing. If the Company Xxxxxxxx fails to so reimburse the Lender such Issuing Bank by such time, such Issuing Bank shall notify Administrative Agent of the Company Honor Date and the amount of the unreimbursed drawing (the “Unreimbursed Amount”). In such event, Borrower shall be deemed to have requested a 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 (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in shall no longer be considered an Alternative Currency) (the “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 Commitment and Loans or the conditions set forth in Section 4.02 3 (other than Conditions Precedent). Any notice given by an Issuing Bank or Administrative Agent pursuant to this Section 2.2(d)(i) may be given by telephone if immediately confirmed in writing; provided that the delivery lack of a Loan Notice)such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

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 Company Borrowers 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 1:00 p.m. on On the date of any payment by the Lender L/C Issuer under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by the Lender under a Letter of Credit to be reimbursed in an Alternative Currency (each such date, an “Honor Date”), the Company shall reimburse the Lender in an amount equal to the amount of such drawing and in the applicable currency. If the Company fails to so reimburse the Lender by such time, the Company Borrowers shall be deemed to have requested a 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 (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 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 Aggregate Commitment Amount and the conditions set forth out in Section 4.02 (other than the delivery of a Request 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 L/C Issuer pursuant to this Section 2.03(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 (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 Noticeto Borrowers in such amount. With respect to any Drawing Amount that is not fully reimbursed by a Credit Extension of Base Rate Loans because the conditions set out in Section 4.02 cannot be satisfied or for any other reason, Borrowers shall be deemed to have incurred from L/C Issuer an L/C Advance in the amount of the Drawing Amount that is not so reimbursed (the “Unreimbursed Amount”), which L/C 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 Company Borrowers 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 1:00 p.m. on On the date of any payment by the Lender L/C Issuer under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by the Lender under a Letter of Credit to be reimbursed in an Alternative Currency (each such date, an “Honor Date”), the Company shall reimburse the Lender in an amount equal to the amount of such drawing and in the applicable currency. If the Company fails to so reimburse the Lender by such time, the Company Borrowers shall be deemed to have requested a 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 (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 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 Aggregate Commitment Amount and the conditions set forth out in Section 4.02 (other than the delivery of a Request 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 L/C Issuer pursuant to this Section 2.03(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 (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 Noticeto Borrowers in such amount. With respect to any Drawing Amount that is not fully reimbursed by a Credit Extension of Base Rate Loans because the conditions set out in Section 4.02 cannot be satisfied or for any other reason, Borrowers shall be deemed to have incurred from L/C Issuer an L/C Advance in the amount of the Drawing Amount that is not so reimbursed (the “Unreimbursed Amount”), which L/C 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 applicable Issuing Bank shall notify Borrower and Administrative Agent, and the 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 thereofparticipating Issuing Banks. Not later than 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 to be reimbursed in Dollars, or accordance with normal banking procedures in the Applicable Time on the date place 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 Company Borrower shall reimburse the Lender such Issuing Bank in an amount equal to the amount of such drawing and in the applicable currencydrawing. If the Company Borrower fails to so reimburse the Lender such Issuing Bank by such time, such Issuing Bank shall notify Administrative Agent of the Company Honor Date and the amount of the unreimbursed drawing (the “Unreimbursed Amount”). In such event, Borrower shall be deemed to have requested a 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 (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in shall no longer be considered an Alternative Currency) (the “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 Commitment and Loans or the conditions set forth in Section 4.02 3 (other than Conditions Precedent). Any notice given by an Issuing Bank or Administrative Agent pursuant to this Section 2.2(d)(i) may be given by telephone if immediately confirmed in writing; provided that the delivery lack of a Loan Notice)such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.