Common use of Drawings and Reimbursements Clause in Contracts

Drawings and Reimbursements. Upon receipt from the beneficiary of any Letter of Credit of any draw request under such Letter of Credit, the LC Issuer shall notify the Borrowers and the Administrative Agent thereof. Not later than 11:00 a.m. (London, England time) on the date of any payment by the LC Issuer under a Letter of Credit (each such date, an “LC Honor Date”), the Borrowers shall reimburse the LC Issuer in an amount equal to that paid by the LC Issuer to the beneficiary pursuant to such draw request. If the LC Issuer makes a payment pursuant to such draw request and the Borrowers fail to reimburse the LC Issuer in respect thereof by 11:00 a.m. (London, England time) on the LC Honor Date, the LC Issuer shall give the Administrative Agent notice of the Borrowers’ failure and the Administrative Agent shall promptly notify each LC Participant of the amount necessary to reimburse the LC Issuer in full for such payment and each LC Participant’s Pro Rata Share thereof. In such event, the Borrowers shall be deemed to have requested a Borrowing of Loans to be disbursed three (3) Business Days after the LC Honor Date in an amount equal to the unreimbursed amount, without regard to the minimum and multiples specified in Section 2.3(a)(i) for the principal amount of Loans, and upon such notice from the Administrative Agent to each LC Participant, each LC Participant shall make a Loan to the Borrowers not later than 3:00 p.m. (London, England time) on the date that is three (3) Business Days after the LC Honor Date, which Loan shall be in same day funds in an amount equal to such LC Participant’s Pro Rata Share of such Borrowing and otherwise in accordance with the provisions of Section 2.3(a). The proceeds of each such Loan shall be paid from each LC Participant to the Administrative Agent who, in turn, will disburse such proceeds to the LC Issuer to reimburse the LC Issuer for such LC Participant’s Pro Rata Share of the amount necessary to reimburse the LC Issuer in full. If such reimbursement is not made by any LC Participant to the LC Issuer by 3:00 p.m. (London, England time) on the third Business Day after the LC Honor Date, such LC Participant shall pay interest on its Pro Rata Share thereof to the LC Issuer at a rate per annum equal to the interest that would have then accrued if the payment so made by the LC Issuer pursuant to such draw request was instead a Loan from the LC Issuer to such LC Participant pursuant to the terms hereof. The Borrowers hereby unconditionally and irrevocably authorize, empower, and direct the Administrative Agent and the LC Participants to record and otherwise treat such reimbursements by the LC Participants to the LC Issuer initially as Loans with a three (3) month Interest Period under a Borrowing requested by the Borrowers to reimburse the LC Issuer which have been transferred to the LC Participants at the Borrowers’ request.

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Letter of Credit of any draw request notice of a drawing under such Letter of Credit, the LC Issuer Lender shall notify the Borrowers and Company thereof. In the Administrative Agent case of a Letter of Credit denominated in an Alternative Currency, the Company shall reimburse the Lender in such Alternative Currency, unless (A) the Lender (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Company shall have notified the Lender promptly following receipt of the notice of drawing that the Company will reimburse the Lender in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the Lender shall notify the Company of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Not later than 11:00 a.m. (London, England time) 1:00 p.m. on the date of any payment by the LC Issuer 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 “LC Honor Date”), the Borrowers Company shall reimburse the LC Issuer Lender in an amount equal to that paid by the LC Issuer to amount of such drawing and in the beneficiary pursuant to such draw requestapplicable currency. If the LC Issuer makes a payment pursuant Company fails to such draw request and the Borrowers fail to so reimburse the LC Issuer in respect thereof Lender by 11:00 a.m. (London, England such time) on the LC Honor Date, the LC Issuer shall give the Administrative Agent notice of the Borrowers’ failure and the Administrative Agent shall promptly notify each LC Participant of the amount necessary to reimburse the LC Issuer in full for such payment and each LC Participant’s Pro Rata Share thereof. In such event, the Borrowers Company shall be deemed to have requested a Borrowing borrowing of Base Rate Loans to be disbursed three (3) Business Days after on the LC Honor Date in an amount equal to the amount of the unreimbursed amountdrawing (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 2.3(a)(i) 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Commitment and upon such notice from the Administrative Agent to each LC Participant, each LC Participant shall make conditions set forth in Section 4.02 (other than the delivery of a Loan to Notice). (ii) If the Borrowers not later than 3:00 p.m. (London, England time) on the date that is three (3) Business Days after the LC Honor Date, which Loan shall be in same day funds in an amount equal to such LC Participant’s Pro Rata Share of such Borrowing and otherwise in accordance with the provisions of Section 2.3(a). The proceeds of each such Loan shall be paid from each LC Participant to the Administrative Agent who, in turn, will disburse such proceeds to the LC Issuer Company fails to reimburse the LC Issuer Lender for such LC Participant’s Pro Rata Share any drawing under any Letter of the amount necessary to reimburse the LC Issuer in full. If such reimbursement is not made Credit (whether by any LC Participant to the LC Issuer by 3:00 p.m. (London, England time) on the third Business Day after the LC Honor Datemeans of a borrowing or otherwise), such LC Participant unreimbursed amount shall pay be due and payable on demand (together with interest) and shall bear interest on its Pro Rata Share thereof to the LC Issuer at a rate per annum equal to the interest that would have then accrued if the payment so made by the LC Issuer pursuant to such draw request was instead a Loan from the LC Issuer to such LC Participant pursuant to the terms hereof. The Borrowers hereby unconditionally and irrevocably authorize, empower, and direct the Administrative Agent and the LC Participants to record and otherwise treat such reimbursements by the LC Participants to the LC Issuer initially as Loans with a three (3) month Interest Period under a Borrowing requested by the Borrowers to reimburse the LC Issuer which have been transferred to the LC Participants at the Borrowers’ requestDefault Rate.

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Several Letter of Credit of any draw request notice of a drawing under such Several Letter of Credit, the LC Issuer applicable Several L/C Agent shall notify the Borrowers 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. Not later than 11:00 a.m. (London10:00 a.m., England New York City time) , on the date of any payment Honor Date and without further notice or demand by such Several L/C Agent or the LC Issuer under a Letter of Credit Administrative Agent, (A) each such dateL/C Tranche Lender (including each Limited Fronting Lender, an “LC Honor Date”), but excluding each Participating L/C Issuer) shall make funds available to the Borrowers shall reimburse Administrative Agent at the LC Issuer Administrative Agent’s Office in an amount equal to that paid by its L/C Tranche Applicable Percentage (and, in the LC Issuer to the beneficiary pursuant to such draw request. If the LC Issuer makes a payment pursuant to such draw request and the Borrowers fail to reimburse the LC Issuer in respect thereof by 11:00 a.m. (London, England time) on the LC Honor Datecase of each Limited Fronting Lender, the LC Issuer shall give L/C Tranche Applicable Percentage (or the Administrative Agent notice portion thereof for which it has agreed to be a Limited Fronting Lender) of each applicable Participating L/C Issuer) of the Borrowers’ failure drawing under such Several Letter of Credit (and the Administrative Agent shall promptly notify each LC Participant make such funds available to the applicable Several L/C Agent) and (B) in the event that a Limited Fronting Lender pays the L/C Tranche Applicable Percentage of a Participating L/C Issuer, such Participating L/C Issuer shall pay such L/C Tranche Applicable Percentage (or the amount necessary relevant portion thereof, if applicable) to reimburse such Limited Fronting Lender in purchase of its participation in such payment. Not later than 2:00 p.m., New York City time, on the LC Issuer in full for Honor Date, so long as the Company has received notice of payment under such payment and each LC Participant’s Pro Rata Share thereof. In Several Letter of Credit from such eventSeveral 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 Borrowers Company shall be deemed pay to have requested a Borrowing of Loans to be disbursed three (3) Business Days after the LC Honor Date in L/C Tranche Lenders through the Administrative Agent an amount equal to the unreimbursed amount of such drawing (such amount, the “Unreimbursed Amount”) without regard further demand; provided that, at any time during the Availability Period, the Company may, subject to the minimum conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment be financed with an ABR Borrowing under the 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 multiples specified in Section 2.3(a)(i) for replaced by the principal amount of Loans, and upon resulting ABR Borrowing. Any notice given by such notice from Several L/C Agent or the Administrative Agent pursuant to each LC Participantthis Section 2.20(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) Notwithstanding the date on which an Unreimbursed Amount is payable by the Company pursuant to Section 2.20(c)(i), if an Unreimbursed Amount is not paid by the Company by 2:00 p.m., New York City time, on the applicable Honor Date, each LC Participant Unreimbursed Amount shall make a Loan bear interest from the applicable Honor Date to the Borrowers not later than 3:00 p.m. (London, England time) on the date that such Unreimbursed Amount is three (3) Business Days after paid by the LC Honor Date, which Loan shall be in same day funds in an amount equal to such LC Participant’s Pro Rata Share of such Borrowing and otherwise in accordance with the provisions of Section 2.3(a). The proceeds of each such Loan shall be paid from each LC Participant to the Administrative Agent who, in turn, will disburse such proceeds to the LC Issuer to reimburse the LC Issuer for such LC Participant’s Pro Rata Share of the amount necessary to reimburse the LC Issuer in full. If such reimbursement is not made by any LC Participant to the LC Issuer by 3:00 p.m. (London, England time) on the third Business Day after the LC Honor Date, such LC Participant shall pay interest on its Pro Rata Share thereof to the LC Issuer Company at a rate per annum equal to the interest that would have then accrued if the payment so made by the LC Issuer Default Rate. (iii) Until a L/C Tranche Lender funds its obligation pursuant to this Section 2.20(c), interest in respect of such draw request was instead L/C Tranche Lender’s L/C Tranche Applicable Percentage of any Unreimbursed Amount shall be solely for the account of the applicable Several L/C Agent (if such Several L/C Agent has funded on behalf of such L/C Tranche Lender, as provided in Section 2.20(c)(v)), as applicable. (iv) Each L/C Tranche Lender’s (including for avoidance of doubt each Limited Fronting Lender’s and each Participating L/C Issuer’s) obligation to fund its obligations pursuant to this Section 2.20(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right which such L/C Tranche Lender may have against the applicable Several L/C Agent, the Administrative Agent, the Company, any Subsidiary or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Loan from Default; or (C) any other occurrence, event or condition, whether or not similar to any of the LC Issuer foregoing. (v) If any L/C Tranche Lender fails to make available to the Administrative Agent any amount required to be paid by such LC Participant L/C Tranche Lender pursuant to the terms hereof. The Borrowers hereby unconditionally foregoing provisions of this Section 2.20(c) by the time specified in Section 2.20(c)(i), the applicable Several L/C Agent (to the extent that such Several L/C Agent shall have funded such amount on behalf of such L/C Tranche Lender, it being understood and irrevocably authorize, empower, and direct agreed that neither such Several L/C Agent nor the Administrative Agent and shall have any obligation or liability to fund any amount under any Several Letter of Credit other than in its capacity as a L/C Tranche Lender) shall, through the LC Participants Administrative Agent, be entitled to record and otherwise treat recover from such reimbursements by L/C Tranche Lender, on demand, such amount with interest thereon for the LC Participants period from the date such payment is required to the LC Issuer initially as Loans with a three (3) month Interest Period under a Borrowing requested by the Borrowers to reimburse the LC Issuer date on which have been transferred such payment is immediately available to the LC Participants Administrative Agent at a rate per annum equal to the Borrowers’ requestFederal Funds Effective Rate from time to time in effect. A certificate of the applicable Several L/C Agent with respect to any amounts owing under this clause (v) shall be conclusive absent manifest error. (vi) The obligations of the L/C Tranche Lenders hereunder to honor drawings under, and/or (if applicable) to fund participations in, Letters of Credit are several and not joint. The failure of any L/C Tranche Lender to fund any such drawing or participation on any date required hereunder shall not relieve any other L/C Tranche Lender of its corresponding obligation to do so on such date, and except for Limited Fronting Lenders with respect to Letters of Credit they have issued on behalf of Affected Lenders or Non-NAIC Approved Banks, no L/C Tranche Lender shall be responsible for the failure of any other L/C Tranche Lender to honor a drawing or purchase its participation.

Drawings and Reimbursements. Upon receipt from the beneficiary of any Letter of Credit of any draw request notice of a drawing under such Letter of Credit, the LC Issuer Lender shall notify the Borrowers and Company thereof. In the Administrative Agent case of a Letter of Credit denominated in an Alternative Currency, the Company shall reimburse the Lender in such Alternative Currency, unless (i) the Lender (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (ii) in the absence of any such requirement for reimbursement in Dollars, the Company shall have notified the Lender promptly following receipt of the notice of drawing that the Company will reimburse the Lender in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the Lender shall notify the Company of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Not later than 11:00 a.m. (London, England time) on the date of any payment by the LC Issuer 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 “LC Honor Date”), the Borrowers Company shall reimburse the LC Issuer Lender in an amount equal to the amount of such drawing and in the applicable currency. In the event that (A) a drawing denominated in an Alternative Currency is to be reimbursed in Dollars pursuant to the second sentence in this Section 2.03(c) and (B) the Dollar amount paid by the LC Issuer Company, whether on or after the Honor Date, shall not be adequate on the date of that payment to purchase in accordance with normal banking procedures a sum denominated in the Alternative Currency equal to the beneficiary pursuant drawing, the Company agrees, as a separate and independent obligation, to such draw requestindemnify the Lender for the loss resulting from its inability on that date to purchase the Alternative Currency in the full amount of the drawing. If the LC Issuer makes a payment pursuant to such draw request and the Borrowers fail to so reimburse the LC Issuer in respect thereof Lender by 11:00 a.m. (London, England such time) on the LC Honor Date, the LC Issuer shall give the Administrative Agent notice of the Borrowers’ failure and the Administrative Agent shall promptly notify each LC Participant of the amount necessary to reimburse the LC Issuer in full for such payment and each LC Participant’s Pro Rata Share thereof. In such event, the Borrowers Company shall be deemed to have requested a Revolving Borrowing of Base Rate Loans to be disbursed three (3) Business Days after on the LC Honor Date in an amount equal to the amount of the unreimbursed amountdrawing (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 2.3(a)(i) 2.02 for the principal amount of Base Rate Loans, and upon such . Any notice from given by the Administrative Agent Lender pursuant to each LC Participant, each LC Participant shall make a Loan to this Section 2.03(c) may be given by telephone if immediately confirmed in writing; provided that the Borrowers not later than 3:00 p.m. (London, England time) on the date that is three (3) Business Days after the LC Honor Date, which Loan shall be in same day funds in an amount equal to such LC Participant’s Pro Rata Share lack of such Borrowing and otherwise in accordance with an immediate confirmation shall not affect the provisions conclusiveness or binding effect of Section 2.3(a). The proceeds of each such Loan shall be paid from each LC Participant to the Administrative Agent who, in turn, will disburse such proceeds to the LC Issuer to reimburse the LC Issuer for such LC Participant’s Pro Rata Share of the amount necessary to reimburse the LC Issuer in full. If such reimbursement is not made by any LC Participant to the LC Issuer by 3:00 p.m. (London, England time) on the third Business Day after the LC Honor Date, such LC Participant shall pay interest on its Pro Rata Share thereof to the LC Issuer at a rate per annum equal to the interest that would have then accrued if the payment so made by the LC Issuer pursuant to such draw request was instead a Loan from the LC Issuer to such LC Participant pursuant to the terms hereof. The Borrowers hereby unconditionally and irrevocably authorize, empower, and direct the Administrative Agent and the LC Participants to record and otherwise treat such reimbursements by the LC Participants to the LC Issuer initially as Loans with a three (3) month Interest Period under a Borrowing requested by the Borrowers to reimburse the LC Issuer which have been transferred to the LC Participants at the Borrowers’ requestnotice.

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Letter of Credit of any draw request notice of a drawing under such Letter of Credit, the LC Issuer Lender shall notify the Borrowers and Company thereof. In the Administrative Agent case of a Letter of Credit denominated in an Alternative Currency, the Company shall reimburse the Lender in such Alternative Currency, unless (A) the Lender (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Company shall have notified the Lender promptly following receipt of the notice of drawing that the Company will reimburse the Lender in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the Lender shall notify the Company of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Not later than 11:00 a.m. (London, England time) 1:00 p.m. on the date of any payment by the LC Issuer 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 “LC Honor Date”), the Borrowers Company shall reimburse the LC Issuer Lender in an amount equal to that paid by the LC Issuer to amount of such drawing and in the beneficiary pursuant to such draw requestapplicable currency. If the LC Issuer makes a payment pursuant Company fails to such draw request and the Borrowers fail to so reimburse the LC Issuer in respect thereof Lender by 11:00 a.m. (London, England such time) on the LC Honor Date, the LC Issuer shall give the Administrative Agent notice of the Borrowers’ failure and the Administrative Agent shall promptly notify each LC Participant of the amount necessary to reimburse the LC Issuer in full for such payment and each LC Participant’s Pro Rata Share thereof. In such event, the Borrowers Company shall be deemed to have requested a Borrowing borrowing of Prime Rate Loans to be disbursed three (3) Business Days after on the LC Honor Date in an amount equal to the amount of the unreimbursed amountdrawing (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 2.3(a)(i) 2.02 for the principal amount of Prime Rate Loans, but subject to the amount of the unutilized portion of the Commitment and upon such notice from the Administrative Agent to each LC Participant, each LC Participant shall make conditions set forth in Section 4.02 (other than the delivery of a Loan to Notice). (ii) If the Borrowers not later than 3:00 p.m. (London, England time) on the date that is three (3) Business Days after the LC Honor Date, which Loan shall be in same day funds in an amount equal to such LC Participant’s Pro Rata Share of such Borrowing and otherwise in accordance with the provisions of Section 2.3(a). The proceeds of each such Loan shall be paid from each LC Participant to the Administrative Agent who, in turn, will disburse such proceeds to the LC Issuer Company fails to reimburse the LC Issuer Lender for such LC Participant’s Pro Rata Share any drawing under any Letter of the amount necessary to reimburse the LC Issuer in full. If such reimbursement is not made Credit (whether by any LC Participant to the LC Issuer by 3:00 p.m. (London, England time) on the third Business Day after the LC Honor Datemeans of a borrowing or otherwise), such LC Participant unreimbursed amount shall pay be due and payable on demand (together with interest) and shall bear interest on its Pro Rata Share thereof to the LC Issuer at a rate per annum equal to the interest that would have then accrued if the payment so made by the LC Issuer pursuant to such draw request was instead a Loan from the LC Issuer to such LC Participant pursuant to the terms hereof. The Borrowers hereby unconditionally and irrevocably authorize, empower, and direct the Administrative Agent and the LC Participants to record and otherwise treat such reimbursements by the LC Participants to the LC Issuer initially as Loans with a three (3) month Interest Period under a Borrowing requested by the Borrowers to reimburse the LC Issuer which have been transferred to the LC Participants at the Borrowers’ requestDefault Rate.

Drawings and Reimbursements. Upon receipt from the beneficiary of any (a) With respect to each Letter of Credit for which the LC Administrator receives a request for a drawing which is in form and substance reasonably satisfactory to the LC Administrator (a “Drawing Request”), if such Drawing Request is received prior to 10:00 a.m (Chicago time) on any Business Day, such Business Day shall be the “Drawing Request Date” and if such Drawing Request is received after 10:00 a.m (Chicago time) on any Business Day, the following Business Day shall be the “Drawing Request Date.” Upon receiving a Drawing Request, the LC Administrator shall promptly notify the Borrower of such Drawing Request (which notice may be oral if immediately confirmed in writing (including by facsimile)) and upon receipt of such notification, the Borrower shall promptly reimburse the Administrative Agent on behalf of the Issuer for the amount of such drawing by delivering to the LC Administrator in immediately available funds the amount of the Drawing Request. Nothing herein stated shall be deemed a waiver by the Lenders of the obligation of the Borrower to make such prompt reimbursement. To the extent that funds are received by the LC Administrator prior to 3:00 p.m. (Chicago time) on the first Business Day after the Drawing Request Date, the LC Administrator shall promptly, on behalf of the Issuer, make an equivalent amount available to the Beneficiary of the related Letter of Credit on such first Business Day after the Drawing Request Date and shall reimburse itself for such amount with the funds provided by the Borrower. (b) With respect to any draw request Drawing Request, if immediately available funds are not received by the LC Administrator from the Borrower prior to 3:00 p.m. (Chicago time) on the first Business Day after the Drawing Request Date in the amount of such Drawing Request, the LC Administrator shall promptly notify the Administrative Agent and the Administrative Agent shall notify each Lender on the first Business Day after the Drawing Request Date of such Drawing Request and such Lender’s share of such Drawing Request (which shall be an amount equal to (i) such Lender’s Percentage multiplied by the lesser of (ii)(A) the maximum amount available to be drawn under such Letter of Credit, Credit and (B) the amount of such drawing which was not reimbursed by the Borrower pursuant to Section 2.3(a)) and the Borrower shall be deemed to have requested an LC Issuer shall notify Borrowing in an amount equal to the Borrowers and amount of such drawing which was not reimbursed by the Borrower pursuant to Section.3(a). Any notice given by the Administrative Agent thereof. Not later than 11:00 a.m. to the Lenders pursuant to this Section 2.3(b) may be oral if immediately confirmed in writing (Londonincluding by facsimile); provided that (i) the failure of the Administrative Agent to give any such notice in sufficient time to enable any Lender to effect such payment at the time required under Section 2.3(c) or (ii) the failure of the Administrative Agent to deliver an immediate confirmation of such notice shall not affect the conclusiveness or binding effect of such notice or relieve any Lender from its obligations under this Section 2.3. (c) Upon receiving a Drawing Request, England each Lender shall make available to the Administrative Agent for the account of LC Administrator at the Administrative Agent’s Payment Office by 3:00 p.m. (Chicago time) in immediately available funds on the date of any payment by second Business Day after the LC Issuer under a Letter of Credit Drawing Request Date (each such date, an “LC Honor Advance Date”)) its share of such request; provided that in the case of a Letter of Credit issued by the Fronting Bank, if a Lender shall fail to make such funds so available, the Borrowers Fronting Bank shall reimburse the LC Issuer in an amount equal to make such funds available and provided further that paid by the LC Issuer to the beneficiary pursuant to such draw request. If the LC Issuer makes if a payment pursuant to such draw request and the Borrowers Participating Bank shall fail to reimburse the LC Issuer in respect thereof by 11:00 a.m. (London, England time) on the LC Honor Datemake such funds so available, the LC Issuer Fronting Bank shall give make such funds available. Upon delivering such funds to the Administrative Agent notice pursuant to this Section 2.3(c), such Lender (or the Fronting Bank, if the Fronting Bank has made such funds available after the failure of the Borrowers’ failure and the Administrative Agent shall promptly notify each LC Participant of the amount necessary such Lender to reimburse the LC Issuer in full for such payment and each LC Participant’s Pro Rata Share thereof. In such event, the Borrowers do so) shall be deemed to have requested a Borrowing of Loans to be disbursed three (3) Business Days after the made an LC Honor Date in an amount equal Advance to the unreimbursed Borrower in such amount, without regard to . To the minimum and multiples specified in Section 2.3(a)(i) for the principal amount of Loans, and upon such notice from extent that immediately available funds are received by the Administrative Agent from the Lenders prior to each LC Participant, each LC Participant shall make a Loan to the Borrowers not later than 3:00 p.m. (London, England Chicago time) on the date that is three (3) Business Days after the any LC Honor Advance Date, which Loan shall be in same day funds in an amount equal to such LC Participant’s Pro Rata Share of such Borrowing and otherwise in accordance with the provisions of Section 2.3(a). The proceeds of each such Loan shall be paid from each LC Participant to the Administrative Agent who, in turn, will disburse shall notify the LC Administrator and the LC Administrator shall promptly make such proceeds funds available to the LC Issuer to reimburse Beneficiary of the related Letter of Credit on such date. To the extent that the LC Issuer for Administrator has not delivered funds to any Beneficiary on behalf of a Lender pursuant to the first sentence of Section 2.3(d) and that immediately available funds are received by the Administrative Agent from such Lender: (i) after 3:00 p.m. on any LC Advance Date, the LC Administrator shall make such funds available to such Beneficiary on the next Business Day following such LC Participant’s Pro Rata Share of the amount necessary Advance Date; (ii) prior to reimburse the LC Issuer in full. If such reimbursement is not made by any LC Participant to the LC Issuer by 3:00 p.m. (London, England time) on the third any Business Day after the LC Honor Advance Date, the LC Administrator shall make those funds available to such Beneficiary on such Business Day; and (iii) after 3:00 p.m. on any Business Day after the LC Advance Date, the LC Administrator shall make those funds available to such Beneficiary on the next Business Day following such Business Day. (d) Unless the Administrative Agent or LC Administrator receives notice from a Lender prior to any LC Advance Date that such Lender will not make available as and when required hereunder to the Administrative Agent for the account of the Borrower the amount of such Lender’s LC Advance on such LC Participant Advance Date, the Administrative Agent and the LC Administrator may assume that such Lender has made such amount available to the Administrative Agent in immediately available funds on the LC Advance Date and the LC Administrator may (but shall not be required), in reliance upon such assumption, make available to the Beneficiary of the related Letter of Credit on such date such Lender’s LC Advance. If and to the extent (i) any Lender shall not have made its full amount available to the Administrative Agent in immediately available funds and (ii) the LC Administrator in such circumstances has made available to the Beneficiary such amount, then such Lender shall, on the Business Day following such LC Advance Date, make such amount available to the Administrative Agent, together with interest thereon until the date made available (i) at the Federal Funds Rate for the period ending two Business Days after such LC Advance Date and (ii) at the Base Rate plus 2.00% thereafter; provided, however, that if a Lender has failed to make such an amount available with respect to a Letter of Credit issued by the Fronting Bank, the Fronting Bank shall make such amount available and provided further that if a Participating Bank has failed to make such an amount available with respect to a Letter of Credit, the Fronting Bank shall make such amount available. If a Participating Bank fails to make such amount available, it shall pay interest on its Pro Rata Share thereof to the Fronting Bank. If the Fronting Bank shall fail to make such amount available, it shall pay such interest to the LC Issuer Administrator and if a Lender fails to make such amount available, it shall pay such interest to the Fronting Bank. A notice of the Administrative Agent submitted to a Lender with respect to amounts owing under Section 2.3(b) shall be conclusive, absent manifest error. If such amount is so made available, together with interest thereon, such payment to the Administrative Agent shall constitute such Lender’s LC Advance on the LC Advance Date for all purposes of this Agreement. If such amount, together with interest thereon, is not made available to the Administrative Agent on the Business Day following the LC Advance Date, the Administrative Agent will notify the Borrower of such failure to fund and, upon demand by the Administrative Agent, the Borrower shall pay such amount to the Administrative Agent for the LC Administrator’s account, together with interest thereon for each day elapsed since the date of such LC Borrowing, at a rate per annum equal the Base Rate plus 2.00%. (e) The failure of any Lender to make any LC Advance on any LC Advance Date shall not relieve any other Lender of any obligation hereunder to make an LC Advance on such LC Advance Date, and neither the Administrative Agent, the LC Administrator nor any Lender shall be responsible for the failure of any other Lender to make any LC Advance on any LC Advance Date. Each Lender’s obligation in accordance with this Agreement to make LC Advances, as contemplated by this Section 2.3, as a result of a drawing under a Letter of Credit, shall be absolute and unconditional and without recourse to the interest that Administrative Agent, the Fronting Bank or the LC Administrator and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Administrative Agent, the LC Administrator, the Fronting Bank, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default, an Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided the LC Administrator shall exercise the same care in examining documents and determining whether or not to honor a Drawing Request as it would have then accrued exercise if the payment so made LC Administrator had Issued such Letter of Credit for its own account. Nothing contained in this Agreement, and no actions taken by the LC Issuer pursuant to such draw request was instead a Loan from Lenders, the LC Issuer to such LC Participant pursuant to Administrator, the terms hereof. The Borrowers hereby unconditionally and irrevocably authorize, empower, and direct Fronting Bank or the Administrative Agent pursuant hereto or in connection with a Letter of Credit shall be deemed to constitute the Lenders, together or with the Administrative Agent, the Fronting Bank and the LC Participants to record and otherwise treat such reimbursements by the LC Participants to the LC Issuer initially as Loans with Administrator, a three (3) month Interest Period under a Borrowing requested by the Borrowers to reimburse the LC Issuer which have been transferred to the LC Participants at the Borrowers’ requestpartnership, association, joint venture or other entity.

Drawings and Reimbursements. Upon receipt from the beneficiary of any Letter of Credit of any draw request notice of a drawing under such Letter of Credit, the LC Issuer Lender shall notify the Borrowers and U.S. Borrower thereof. In the Administrative Agent case of a Letter of Credit denominated in an Alternative Currency, the Company shall reimburse the Lender in such Alternative Currency, unless (i) the Lender (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (ii) in the absence of any such requirement for reimbursement in Dollars, the Company shall have notified the Lender promptly following receipt of the notice of drawing that the Company will reimburse the Lender in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the Lender shall notify the Company of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Not later than 11:00 a.m. (London, England time) 2:00 p.m. on the date of any payment by the LC Issuer 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 “LC Honor Date”), the Borrowers U.S. Borrower shall reimburse the LC Issuer Lender in an amount equal to the amount of such drawing and in the applicable currency. In the event that (A) a drawing denominated in an Alternative Currency is to be reimbursed in Dollars pursuant to the second sentence in this Section 2.03(c) and (B) the Dollar amount paid by the LC Issuer Company, whether on or after the Honor Date, shall not be adequate on the date of that payment to purchase in accordance with normal banking procedures a sum denominated in the Alternative Currency equal to the beneficiary pursuant drawing, the Company agrees, as a separate and independent obligation, to such draw requestindemnify the Lender for the loss resulting from its inability on that date to purchase the Alternative Currency in the full amount of the drawing. If the LC Issuer makes a payment pursuant U.S. Borrower fails to such draw request and the Borrowers fail to so reimburse the LC Issuer in respect thereof Lender by 11:00 a.m. (London, England such time) on the LC Honor Date, the LC Issuer shall give the Administrative Agent notice of the Borrowers’ failure and the Administrative Agent shall promptly notify each LC Participant of the amount necessary to reimburse the LC Issuer in full for such payment and each LC Participant’s Pro Rata Share thereof. In such event, the Borrowers U.S. Borrower shall be deemed to have requested a Revolving Borrowing of Base Rate Loans to be disbursed three (3) Business Days after on the LC Honor Date in an amount equal to the amount of the unreimbursed amountdrawing (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 2.3(a)(i) 2.02 for the principal amount of Base Rate Loans, and upon such . Any notice from given by the Administrative Agent Lender pursuant to each LC Participant, each LC Participant shall make a Loan to this Section 2.03(c) may be given by telephone if immediately confirmed in writing; provided that the Borrowers not later than 3:00 p.m. (London, England time) on the date that is three (3) Business Days after the LC Honor Date, which Loan shall be in same day funds in an amount equal to such LC Participant’s Pro Rata Share lack of such Borrowing and otherwise in accordance with an immediate confirmation shall not affect the provisions conclusiveness or binding effect of Section 2.3(a). The proceeds of each such Loan shall be paid from each LC Participant to the Administrative Agent who, in turn, will disburse such proceeds to the LC Issuer to reimburse the LC Issuer for such LC Participant’s Pro Rata Share of the amount necessary to reimburse the LC Issuer in full. If such reimbursement is not made by any LC Participant to the LC Issuer by 3:00 p.m. (London, England time) on the third Business Day after the LC Honor Date, such LC Participant shall pay interest on its Pro Rata Share thereof to the LC Issuer at a rate per annum equal to the interest that would have then accrued if the payment so made by the LC Issuer pursuant to such draw request was instead a Loan from the LC Issuer to such LC Participant pursuant to the terms hereof. The Borrowers hereby unconditionally and irrevocably authorize, empower, and direct the Administrative Agent and the LC Participants to record and otherwise treat such reimbursements by the LC Participants to the LC Issuer initially as Loans with a three (3) month Interest Period under a Borrowing requested by the Borrowers to reimburse the LC Issuer which have been transferred to the LC Participants at the Borrowers’ requestnotice.

Drawings and Reimbursements. Upon receipt from the beneficiary of any Letter of Credit of any draw request notice of a drawing under such Letter of Credit, the LC Issuer Lender shall notify the Borrowers and Company thereof. In the Administrative Agent case of a Letter of Credit denominated in an Alternative Currency, the Company shall reimburse the Lender in such Alternative Currency, unless (i) the Lender (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (ii) in the absence of any such requirement for reimbursement in Dollars, the Company shall have notified the Lender promptly following receipt of the notice of drawing that the Company will reimburse the Lender in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the Lender shall notify the Company of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Not later than 11:00 a.m. (London, England time) on the date of any payment by the LC Issuer 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 “LC Honor Date”), the Borrowers Company shall reimburse the LC Issuer Lender in an amount equal to the amount of such drawing and in the applicable currency. In the event that (A) a drawing denominated in an Alternative Currency is to be reimbursed in Dollars pursuant to the second sentence in this Section 2.03(c) and (B) the Dollar amount paid by the LC Issuer Company, whether on or after the Honor Date, shall not be adequate on the date of that payment to purchase in accordance with normal banking procedures a sum denominated in the Alternative Currency equal to the beneficiary pursuant drawing, the Company agrees, as a separate and independent obligation, to such draw requestindemnify the Lender for the loss resulting from its inability on that date to purchase the Alternative Currency in the full amount of the drawing. If the LC Issuer makes a payment pursuant Company fails to such draw request and the Borrowers fail to so reimburse the LC Issuer in respect thereof Lender by 11:00 a.m. (London, England such time) on the LC Honor Date, the LC Issuer shall give the Administrative Agent notice of the Borrowers’ failure and the Administrative Agent shall promptly notify each LC Participant of the amount necessary to reimburse the LC Issuer in full for such payment and each LC Participant’s Pro Rata Share thereof. In such event, the Borrowers Company shall be deemed to have requested a Revolving Borrowing of Base Rate Loans to be disbursed three (3) Business Days after on the LC Honor Date in an amount equal to the amount of the unreimbursed amountdrawing (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 2.3(a)(i) 2.02 for the principal amount of Base Rate Loans, and upon such . Any notice from given by the Administrative Agent Lender pursuant to each LC Participant, each LC Participant shall make a Loan to this Section 2.03(c) may be given by telephone if immediately confirmed in writing; provided that the Borrowers not later than 3:00 p.m. (London, England time) on the date that is three (3) Business Days after the LC Honor Date, which Loan shall be in same day funds in an amount equal to such LC Participant’s Pro Rata Share lack of such Borrowing and otherwise in accordance with an immediate confirmation shall not affect the provisions conclusiveness or binding effect of Section 2.3(a). The proceeds of each such Loan shall be paid from each LC Participant to the Administrative Agent who, in turn, will disburse such proceeds to the LC Issuer to reimburse the LC Issuer for such LC Participant’s Pro Rata Share of the amount necessary to reimburse the LC Issuer in full. If such reimbursement is not made by any LC Participant to the LC Issuer by 3:00 p.m. (London, England time) on the third Business Day after the LC Honor Date, such LC Participant shall pay interest on its Pro Rata Share thereof to the LC Issuer at a rate per annum equal to the interest that would have then accrued if the payment so made by the LC Issuer pursuant to such draw request was instead a Loan from the LC Issuer to such LC Participant pursuant to the terms hereof. The Borrowers hereby unconditionally and irrevocably authorize, empower, and direct the Administrative Agent and the LC Participants to record and otherwise treat such reimbursements by the LC Participants to the LC Issuer initially as Loans with a three (3) month Interest Period under a Borrowing requested by the Borrowers to reimburse the LC Issuer which have been transferred to the LC Participants at the Borrowers’ requestnotice.

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Letter of Credit of any draw request notice of a drawing under such Letter of Credit, the LC Issuer Lender shall notify the Borrowers and Borrower thereof. In the Administrative Agent case of a Letter of Credit denominated in an Alternative Currency, the Borrower 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 Borrower shall have notified the Lender promptly following the receipt of the notice of drawing that the Borrower will reimburse the Lender in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the Lender shall notify the Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Not later than 11:00 a.m. (London, England time) on the date of any payment by the LC Issuer 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 “LC Honor Date”), the Borrowers Borrower shall reimburse the LC Issuer Lender in an amount equal to that paid by the LC Issuer to amount of such drawing and in the beneficiary pursuant to such draw requestapplicable currency. If the LC Issuer makes a payment pursuant Borrower fails to such draw request and the Borrowers fail to so reimburse the LC Issuer in respect thereof by 11:00 a.m. (London, England time) on the LC Honor DateLender, the LC Issuer shall give the Administrative Agent notice of the Borrowers’ failure and the Administrative Agent shall promptly notify each LC Participant of the amount necessary to reimburse the LC Issuer in full for such payment and each LC Participant’s Pro Rata Share thereof. In such event, the Borrowers Borrower shall be deemed to have requested a Borrowing borrowing (the “L/C Borrowing”) of Loans a Base Rate Loan to be disbursed three (3) Business Days after on the LC Honor Date in an amount equal to the amount of such unreimbursed amountdrawing, without regard subject to the minimum amount of the unutilized portion of the Commitment and multiples specified the conditions set forth in Section 2.3(a)(i) for the principal amount of Loans, and upon such notice from the Administrative Agent to each LC Participant, each LC Participant shall make a Loan to the Borrowers not later than 3:00 p.m. (London, England time) on the date that is three (3) Business Days after the LC Honor Date, which Loan 4.02. All L/C Borrowings shall be denominated in same day funds in an amount equal to such LC Participant’s Pro Rata Share of such Borrowing and otherwise in accordance with Dollars. (ii) If the provisions of Section 2.3(a). The proceeds of each such Loan shall be paid from each LC Participant to the Administrative Agent who, in turn, will disburse such proceeds to the LC Issuer Borrower fails to reimburse the LC Issuer Lender for such LC Participant’s Pro Rata Share any drawing under any Letter of the amount necessary to reimburse the LC Issuer in full. If such reimbursement is not made Credit (whether by any LC Participant to the LC Issuer by 3:00 p.m. (London, England time) on the third Business Day after the LC Honor Datemeans of a borrowing or otherwise), such LC Participant unreimbursed amount shall pay be due and payable on demand (together with interest) and shall bear interest on its Pro Rata Share thereof to the LC Issuer at a rate per annum equal to the interest that would have then accrued if the payment so made by the LC Issuer pursuant to such draw request was instead a Loan from the LC Issuer to such LC Participant pursuant to the terms hereof. The Borrowers hereby unconditionally and irrevocably authorize, empower, and direct the Administrative Agent and the LC Participants to record and otherwise treat such reimbursements by the LC Participants to the LC Issuer initially as Loans with a three (3) month Interest Period under a Borrowing requested by the Borrowers to reimburse the LC Issuer which have been transferred to the LC Participants at the Borrowers’ requestDefault Rate.

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Letter of Credit of any draw request notice of a drawing under such Letter of Credit, the LC Issuer Lender shall notify Company thereof. In the Borrowers and case of a Letter of Credit denominated in an Alternative Currency, Company shall reimburse Lender in such Alternative Currency, unless (A) Lender (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the Administrative Agent absence of any such requirement for reimbursement in Dollars, Company shall have notified Lender promptly following receipt of the notice of drawing that Company will reimburse 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, Lender shall notify Company of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Not later than 11:00 a.m. (London, England time) on the date of any payment by the LC Issuer Lender under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by Lender under a Letter of Credit to be reimbursed in an Alternative Currency (each such date, an “LC Honor Date”), the Borrowers Company shall reimburse the LC Issuer Lender in an amount equal to that paid by the LC Issuer to amount of such drawing and in the beneficiary pursuant to such draw requestapplicable currency. If Company fails to so reimburse Lender by such time (the LC Issuer makes a payment pursuant to amount of such draw request and the Borrowers fail to reimburse the LC Issuer in respect thereof by 11:00 a.m. (London, England time) on the LC Honor Dateunreimbursed drawing, the LC Issuer shall give the Administrative Agent notice of the Borrowers’ failure and the Administrative Agent shall promptly notify each LC Participant of the amount necessary to reimburse the LC Issuer in full for such payment and each LC Participant’s Pro Rata Share thereof. In such event“Unreimbursed Amount”), the Borrowers Company shall be deemed to have requested a Committed Borrowing of Base Rate Loans to be disbursed three (3) Business Days after on the LC Honor Date in an amount equal to the unreimbursed amountUnreimbursed Amount, without regard to the minimum and multiples specified in Section 2.3(a)(i) 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Commitment and upon such notice from the Administrative Agent to each LC Participant, each LC Participant shall make conditions set forth in Section 4.02 (other than the delivery of a Loan Notice). (ii) With respect to the Borrowers not later than 3:00 p.m. (London, England time) on the date any Unreimbursed Amount that is three (3) Business Days after not fully refinanced by a Committed Borrowing of Base Rate Loans because the LC Honor Dateconditions set forth in Section 4.02 cannot be satisfied or for any other reason, Company shall be deemed to have incurred from Lender an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which Loan L/C Borrowing shall be in same day funds in an amount equal to such LC Participant’s Pro Rata Share of such Borrowing due and otherwise in accordance payable on demand (together with the provisions of Section 2.3(a). The proceeds of each such Loan interest) and shall be paid from each LC Participant to the Administrative Agent who, in turn, will disburse such proceeds to the LC Issuer to reimburse the LC Issuer for such LC Participant’s Pro Rata Share of the amount necessary to reimburse the LC Issuer in full. If such reimbursement is not made by any LC Participant to the LC Issuer by 3:00 p.m. (London, England time) on the third Business Day after the LC Honor Date, such LC Participant shall pay bear interest on its Pro Rata Share thereof to the LC Issuer at a rate per annum equal to the interest that would have then accrued if the payment so made by the LC Issuer pursuant to such draw request was instead a Loan from the LC Issuer to such LC Participant pursuant to the terms hereof. The Borrowers hereby unconditionally and irrevocably authorize, empower, and direct the Administrative Agent and the LC Participants to record and otherwise treat such reimbursements by the LC Participants to the LC Issuer initially as Loans with a three (3) month Interest Period under a Borrowing requested by the Borrowers to reimburse the LC Issuer which have been transferred to the LC Participants at the Borrowers’ requestDefault Rate.

Drawings and Reimbursements. (i) Upon receipt review of any notice of drawing from the beneficiary of any Letter of Credit of any draw request under such Several Letter of Credit, and reasonable determination that documents presented comply with letter of credit terms and conditions, the LC Issuer applicable Several L/C Agent shall notify the Borrowers Administrative Agent, and the Administrative Agent shall notify the Company and the Lenders under the applicable Tranche, thereof, which notices shall be given promptly and in any event at least one Business Day, or for Several Letters of Credit denominated in Yen at least two Business Days, before the date (the “Honor Date”) on which the applicable Several L/C Agent anticipates that payment of such drawing will be made. Not later than 11:00 a.m. (London10:00 a.m., England New York City time) , on the date Honor Date and without further notice or demand by such Several L/C Agent or the Administrative Agent, (A) each Lender under such Tranche (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 NAIC Tranche Applicable Percentage or Non-NAIC Tranche Applicable Percentage, as the case may be, (and, in the case of each Limited Fronting Lender, the NAIC 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 (and the Administrative Agent shall make such funds available to the applicable Several L/C Agent) and (B) in the event that a Limited Fronting Lender pays the NAIC Tranche Applicable Percentage of a Participating L/C Issuer, such Participating L/C Issuer shall pay such NAIC Tranche Applicable Percentage (or the relevant portion thereof, if applicable) to such Limited Fronting Lender in purchase 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 pay to the Lenders under the applicable Tranche through the Administrative Agent an amount equal to the amount of such drawing (such amount, the “Unreimbursed Amount”) in the applicable Currency without further demand; provided that, in the case of any such reimbursement in Dollars, at any time during the Availability Period, the Company may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment be financed with an ABR Borrowing under the respective 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 LC Issuer 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 such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. In the case of a Letter of Credit denominated in an Agreed Foreign Currency, the Company shall reimburse the applicable Lenders in such Agreed Foreign Currency unless (A) such 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 such Lender promptly following receipt of the notice of drawing that the Company will reimburse such Lender in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Agreed Foreign Currency, the applicable Lender shall notify the Company of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. (each such date, ii) Notwithstanding the date on which an “LC Honor Date”Unreimbursed Amount is payable by the Company pursuant to Section 2.20(c)(i), the Borrowers shall reimburse the LC Issuer in if an amount equal to that Unreimbursed Amount is not paid by the LC Issuer to the beneficiary pursuant to such draw request. If the LC Issuer makes a payment pursuant to such draw request and the Borrowers fail to reimburse the LC Issuer in respect thereof Company by 11:00 a.m. (London2:00 p.m., England New York City time) , on the LC applicable Honor Date, each Unreimbursed Amount shall bear interest from the LC Issuer shall give the Administrative Agent notice of the Borrowers’ failure and the Administrative Agent shall promptly notify each LC Participant of the amount necessary to reimburse the LC Issuer in full for such payment and each LC Participant’s Pro Rata Share thereof. In such event, the Borrowers shall be deemed to have requested a Borrowing of Loans to be disbursed three (3) Business Days after the LC applicable Honor Date in an amount equal to the unreimbursed amount, without regard to the minimum and multiples specified in Section 2.3(a)(i) for the principal amount of Loans, and upon such notice from the Administrative Agent to each LC Participant, each LC Participant shall make a Loan to the Borrowers not later than 3:00 p.m. (London, England time) on the date that such Unreimbursed Amount is three (3) Business Days after paid by the LC Honor Date, which Loan shall be in same day funds in an amount equal to such LC Participant’s Pro Rata Share of such Borrowing and otherwise in accordance with the provisions of Section 2.3(a). The proceeds of each such Loan shall be paid from each LC Participant to the Administrative Agent who, in turn, will disburse such proceeds to the LC Issuer to reimburse the LC Issuer for such LC Participant’s Pro Rata Share of the amount necessary to reimburse the LC Issuer in full. If such reimbursement is not made by any LC Participant to the LC Issuer by 3:00 p.m. (London, England time) on the third Business Day after the LC Honor Date, such LC Participant shall pay interest on its Pro Rata Share thereof to the LC Issuer Company at a rate per annum equal to the interest that would have then accrued if the payment so made by the LC Issuer Default Rate. (iii) Until a Lender funds its obligation pursuant to this Section 2.20(c), interest in respect of such draw request was instead Lender’s NAIC Tranche Applicable Percentage or Non-NAIC Tranche Applicable Percentage, as applicable, of any Unreimbursed Amount shall be solely for the account of the applicable Several L/C Agent (if such Several L/C Agent has funded on behalf of such Lender, as provided in Section 2.20(c)(v)), as applicable. (iv) Each Lender’s (including for avoidance of doubt each Limited Fronting Lender’s and each Participating L/C Issuer’s) obligation to fund its obligations pursuant to this Section 2.20(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the applicable Several L/C Agent, the Administrative Agent, the Company, any Subsidiary or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Loan from Default; or (C) any other occurrence, event or condition, whether or not similar to any of the LC Issuer foregoing. (v) If any Lender fails to make available to the Administrative Agent any amount required to be paid by such LC Participant Lender pursuant to the terms hereof. The Borrowers hereby unconditionally foregoing provisions of this Section 2.20(c) by the time specified in Section 2.20(c)(i), the applicable Several L/C Agent (to the extent that such Several L/C Agent shall have funded such amount on behalf of such Lender, it being understood and irrevocably authorize, empower, and direct agreed that neither such Several L/C Agent nor the Administrative Agent and shall have any obligation or liability to fund any amount under any Several Letter of Credit other than in its capacity as a Lender) shall, through the LC Participants Administrative Agent, be entitled to record and otherwise treat recover from such reimbursements by Lender, on demand, such amount with interest thereon for the LC Participants period from the date such payment is required to the LC Issuer initially as Loans with a three (3) month Interest Period under a Borrowing requested by the Borrowers to reimburse the LC Issuer date on which have been transferred such payment is immediately available to the LC Participants Administrative Agent at a rate per annum equal to the Borrowers’ requestFederal Funds Effective Rate from time to time in effect. A certificate of the applicable Several L/C Agent with respect to any amounts owing under this clause (v) shall be conclusive absent manifest error. (vi) The obligations of the Lenders hereunder to honor drawings under, and/or (if applicable) to fund participations in, Letters of Credit are several and not joint. The failure of any Lender under any Tranche to fund any such drawing or participation on any date required hereunder shall not relieve any other Lender under such Tranche of its corresponding obligation to do so on such date, and except for Limited Fronting Lenders with respect to Letters of Credit they have issued on behalf of Affected Lenders or Non-NAIC Approved Banks, no Lender shall be responsible for the failure of any other Lender to honor a drawing or purchase its participation.

Drawings and Reimbursements. (a) Upon receipt from the beneficiary of any Letter of Credit of any draw request notice of a drawing under such Letter of Credit, the LC Issuer Issuing Bank shall notify the Borrowers Borrower and the Administrative Agent thereof. In the case of a Letter of Credit denominated in an Alternative Currency, the Borrower shall reimburse the Issuing Bank in such Alternative Currency, unless the Borrower shall have notified the Issuing Bank promptly following receipt of the notice of drawing that the Borrower will reimburse the Issuing Bank 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 Issuing Bank shall notify the Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Not later than 11:00 a.m. (LondonNew York time) (or in the event the Borrower has not been notified of such drawing prior to such time, England timewithin two hours of receipt of such notice) on the date of any payment by the LC Issuer Issuing Bank under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by the Issuing Bank to be reimbursed in an Alternative Currency (each such date, an “LC Honor Date”), the Borrowers Borrower shall reimburse the LC Issuer Issuing Bank through the Administrative Agent in an amount equal to that paid by the LC Issuer to amount of such drawing and in the beneficiary pursuant to such draw requestapplicable currency. If the LC Issuer makes a payment pursuant Borrower fails to such draw request and the Borrowers fail to so reimburse the LC Issuer in respect thereof Issuing Bank by 11:00 a.m. (Londonsuch time, England time) on the LC Honor Date, the LC Issuer shall give the Administrative Agent notice of the Borrowers’ failure and the Administrative Agent shall promptly notify each LC Participant Lender of the Honor Date and the amount necessary to reimburse of the LC Issuer unreimbursed drawing (expressed in full for such payment and each LC Participant’s Pro Rata Share thereofDollars in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative Currency) (the “Unreimbursed Amount”). In such event, the Borrowers Borrower shall be deemed to have requested a Borrowing of Loans Base Rate Loan to be disbursed three (3) Business Days after on the LC Honor Date in an amount equal to the unreimbursed amountUnreimbursed Amount, without regard to the minimum and multiples specified in Section 2.3(a)(i) §2.2 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Total Commitment and upon such the conditions set forth in §§9 and 10 (other than the delivery of a Loan Request). Any notice from given by the Issuing Bank or the Administrative Agent pursuant to each LC Participant, each LC Participant this §3.3(a) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (b) Each Lender shall upon any notice pursuant to §3.3 (a) make a Loan funds available to the Borrowers Administrative Agent for the account of the Issuing Bank, in Dollars, at the Administrative Agent’s Head Office for Dollar-denominated payments, an amount equal to its Commitment Percentage times the Unreimbursed Amount not later than 3:00 1:00 p.m. (London, England New York time) on the date that is three (3) Business Days after Day specified in such notice by the LC Honor DateAdministrative Agent, which Loan shall be in same day funds in an amount equal whereupon, subject to such LC Participant’s Pro Rata Share of such Borrowing and otherwise in accordance with the provisions of Section 2.3(a§3.3(c), each Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The proceeds of each Administrative Agent shall remit the funds so received to the Issuing Bank in Dollars. (c) With respect to any Unreimbursed Amount that is not fully refinanced by a Base Rate Loan on the Honor Date because the conditions set forth in §§9 and 10 cannot be satisfied or for any other reason, such Loan amount shall be paid from an Unpaid Reimbursement Obligation, which Unpaid Reimbursement Obligation shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each LC Participant Lender’s payment to the Administrative Agent who, for the account of the Issuing Bank pursuant to §3.3(b) shall be deemed payment in turn, will disburse such proceeds respect of its reimbursement obligation in satisfaction of its participation obligation under this §3.3. (d) Until each Lender funds its Loan or reimbursement obligation pursuant to the LC Issuer this §3.3 to reimburse the LC Issuer Issuing Bank for any amount drawn under any Letter of Credit, interest in respect of such LC ParticipantLender’s Pro Rata Share Commitment Percentage of such amount shall be solely for the account of the amount necessary Issuing Bank. (e) Each Lender’s obligation to make Loans or payments with respect to its reimbursement obligation under this §3.3 to reimburse the LC Issuer in full. If such reimbursement is Issuing Bank for amounts drawn under Letters of Credit, as contemplated by this §3.3, shall be absolute and unconditional and shall not made be affected by any LC Participant circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Issuing Bank, the Borrower, any Subsidiary of the Issuing Bank or the Borrower 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; provided, however, that each Lender’s obligation to make Loans pursuant to this §3.3 is subject to the LC Issuer conditions set forth in §§9 and 10 (other than delivery by 3:00 p.m. (London, England time) on the third Business Day after Borrower of a Loan Request). No such payment of any Lender’s reimbursement obligations under this §3.3 shall relieve or otherwise impair the LC Honor Date, such LC Participant shall pay interest on its Pro Rata Share thereof obligation of the Borrower to reimburse the LC Issuer at a rate per annum equal to Issuing Bank for the interest that would have then accrued if the amount of any payment so made by the LC Issuer pursuant Issuing Bank under any Letter of Credit, together with interest as provided herein. (f) If any Lender fails to make available to the Administrative Agent for the account of the Issuing Bank any amount required to be paid by such draw request was instead a Loan from the LC Issuer to such LC Participant Lender pursuant to the terms hereof. The Borrowers hereby unconditionally and irrevocably authorize, empower, and direct the Administrative Agent and the LC Participants to record and otherwise treat such reimbursements foregoing provisions of this §3.3 by the LC Participants to the LC Issuer initially as Loans with a three (3) month Interest Period under a Borrowing requested by the Borrowers to reimburse the LC Issuer which have been transferred to the LC Participants at the Borrowers’ request.time specified in §3.3

Drawings and Reimbursements. Upon receipt from the beneficiary of any (a) With respect to each Letter of Credit of for which the LC Administrator receives a request for a drawing which is in form and substance reasonably satisfactory to the LC Administrator (a "Drawing ------- Request"), if such Drawing Request is received prior to 10:00 a.m (Chicago ------- time) on any draw request under Business Day, such Letter of CreditBusiness Day shall be the "Drawing Request ---------------- Date" and if such Drawing Request is received after 10:00 a.m (Chicago time) on any Business Day, the following Business Day shall be the "Drawing ------- Request Date." Upon receiving a Drawing Request, the LC Issuer Administrator shall ------------ promptly notify the Borrowers Borrower of such Drawing Request (which notice may be oral if immediately confirmed in writing (including by facsimile)) and upon receipt of such notification, the Borrower shall promptly reimburse the Administrative Agent thereofon behalf of the Issuer for the amount of such drawing by delivering to the LC Administrator in immediately available funds the amount of the Drawing Request. Not later than 11:00 a.m. Nothing herein stated shall be deemed a waiver by the Lenders of the obligation of the Borrower to make such prompt reimbursement. To the extent that funds are received by the LC Administrator prior to 3:00 p.m. (London, England Chicago time) on the date first Business Day after the Drawing Request Date, the LC Administrator shall promptly, on behalf of the Issuer, make an equivalent amount available to the Beneficiary of the related Letter of Credit on such first Business Day after the Drawing Request Date and shall reimburse itself for such amount with the funds provided by the Borrower. (b) With respect to any payment Drawing Request, if immediately available funds are not received by the LC Issuer under a Letter of Credit Administrator from the Borrower prior to 3:00 p.m. (each such date, an “LC Honor Date”), the Borrowers shall reimburse the LC Issuer in an amount equal to that paid by the LC Issuer to the beneficiary pursuant to such draw request. If the LC Issuer makes a payment pursuant to such draw request and the Borrowers fail to reimburse the LC Issuer in respect thereof by 11:00 a.m. (London, England Chicago time) on the LC Honor Datefirst Business Day after the Drawing Request Date in the amount of such Drawing Request, the LC Issuer Administrator shall give promptly notify the Administrative Agent notice of the Borrowers’ failure and the Administrative Agent shall promptly notify each LC Participant Lender on the first Business Day after the Drawing Request Date of such Drawing Request and such Lender's share of such Drawing Request (which shall be an amount equal to (i) such Lender's Percentage multiplied by the lesser of (ii)(A) the maximum amount available to be drawn under such Letter of Credit and (B) the amount necessary of such drawing which was not reimbursed by the Borrower pursuant to reimburse Section 2.3(a)) and --------------- the LC Issuer in full for such payment and each LC Participant’s Pro Rata Share thereof. In such event, the Borrowers Borrower shall be deemed to have requested a an LC Borrowing of Loans to be disbursed three (3) Business Days after the LC Honor Date in an amount equal to the unreimbursed amount, without regard to the minimum and multiples specified in Section 2.3(a)(i) for the principal amount of Loans, and upon such drawing which was not reimbursed by the Borrower pursuant to Section.3(a). Any notice from given by the Administrative Agent to each LC Participantthe Lenders pursuant to this Section 2.3(b) may be oral if --------------- immediately confirmed in writing (including by facsimile); provided that (i) the failure of the Administrative Agent to give any such notice in sufficient time to enable any Lender to effect such payment at the time required under Section 2.3(c) or (ii) the failure of the Administrative --------------- Agent to deliver an immediate confirmation of such notice shall not affect the conclusiveness or binding effect of such notice or relieve any Lender from its obligations under this Section 2.3. ----------- (c) Upon receiving a Drawing Request, each LC Participant Lender shall make a Loan to the Borrowers not later than 3:00 p.m. (London, England time) on the date that is three (3) Business Days after the LC Honor Date, which Loan shall be in same day funds in an amount equal to such LC Participant’s Pro Rata Share of such Borrowing and otherwise in accordance with the provisions of Section 2.3(a). The proceeds of each such Loan shall be paid from each LC Participant available to the Administrative Agent who, in turn, will disburse such proceeds to for the account of LC Issuer to reimburse Administrator at the LC Issuer for such LC Participant’s Pro Rata Share of the amount necessary to reimburse the LC Issuer in full. If such reimbursement is not made by any LC Participant to the LC Issuer Administrative Agent's Payment Office by 3:00 p.m. (LondonChicago time) in immediately available funds on the second Business Day after the Drawing Request Date (such date, England an "LC Advance Date") its share of such request; ---------------- provided that in the case of a Letter of Credit issued by the Fronting Bank, if a Lender shall fail to make such funds so available, the Fronting Bank shall make such funds available. Upon delivering such funds to the Administrative Agent pursuant to this Section 2.3(c), such Lender (or the -------------- Fronting Bank, if the Fronting Bank has made such funds available after the failure of such Lender to do so) shall be deemed to have made an LC Advance to the Borrower in such amount. To the extent that immediately available funds are received by the Administrative Agent from the Lenders prior to 3:00 p.m. (Chicago time) on any LC Advance Date, the third Administrative Agent shall notify the LC Administrator and the LC Administrator shall promptly make such funds available to the Beneficiary of the related Letter of Credit on such date. To the extent that the LC Administrator has not delivered funds to any Beneficiary on behalf of a Lender pursuant to the first sentence of Section 2.3(d) and that immediately available funds are ------------- received by the Administrative Agent from such Lender: (i) after 3:00 p.m. on any LC Advance Date, the LC Administrator shall make such funds available to such Beneficiary on the next Business Day following such LC Advance Date; (ii) prior to 3:00 p.m. on any Business Day after the LC Honor Advance Date, the LC Administrator shall make those funds available to such Beneficiary on such Business Day; and (iii) after 3:00 p.m. on any Business Day after the LC Advance Date, the LC Administrator shall make those funds available to such Beneficiary on the next Business Day following such Business Day. (d) Unless the Administrative Agent or LC Administrator receives notice from a Lender prior to any LC Advance Date that such Lender will not make available as and when required hereunder to the Administrative Agent for the account of the Borrower the amount of such Lender's LC Advance on such LC Participant Advance Date, the Administrative Agent and the LC Administrator may assume that such Lender has made such amount available to the Administrative Agent in immediately available funds on the LC Advance Date and the LC Administrator may (but shall not be required), in reliance upon such assumption, make available to the Beneficiary of the related Letter of Credit on such date such Lender's LC Advance. If and to the extent (i) any Lender shall not have made its full amount available to the Administrative Agent in immediately available funds and (ii) the LC Administrator in such circumstances has made available to the Beneficiary such amount, then such Lender shall, on the Business Day following such LC Advance Date, make such amount available to the Administrative Agent, together with interest thereon until the date made available (i) at the Federal Funds Rate for the period ending two Business Days after such LC Advance Date and (ii) at the Base Rate plus 2.00% thereafter; provided, however, that if a Lender has failed to make such an amount available with respect to a Letter of Credit issued by the Fronting Bank, the Fronting Bank shall make such amount available. If the Fronting Bank shall fail to make such amount available, it shall pay such interest on its Pro Rata Share thereof to the LC Issuer Administrator and if a Lender fails to make such amount available, it shall pay such interest to the Fronting Bank. A notice of the Administrative Agent submitted to a Lender with respect to amounts owing under Section 2.3(b) shall be conclusive, absent -------------- manifest error. If such amount is so made available, together with interest thereon, such payment to the Administrative Agent shall constitute such Lender's LC Advance on the LC Advance Date for all purposes of this Agreement. If such amount, together with interest thereon, is not made available to the Administrative Agent on the Business Day following the LC Advance Date, the Administrative Agent will notify the Borrower of such failure to fund and, upon demand by the Administrative Agent, the Borrower shall pay such amount to the Administrative Agent for the LC Administrator's account, together with interest thereon for each day elapsed since the date of such LC Borrowing, at a rate per annum equal the Base Rate plus 2.00%. (e) The failure of any Lender to make any LC Advance on any LC Advance Date shall not relieve any other Lender of any obligation hereunder to make an LC Advance on such LC Advance Date, and neither the Administrative Agent, the LC Administrator nor any Lender shall be responsible for the failure of any other Lender to make any LC Advance on any LC Advance Date. Each Lender's obligation in accordance with this Agreement to make LC Advances, as contemplated by this Section 2.3, as a result of a drawing ----------- under a Letter of Credit, shall be absolute and unconditional and without recourse to the interest that Administrative Agent, the Fronting Bank or the LC Administrator and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Administrative Agent, the LC Administrator, the Fronting Bank, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default, an Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided -------- the LC Administrator shall exercise the same care in examining documents and determining whether or not to honor a Drawing Request as it would have then accrued exercise if the payment so made LC Administrator had Issued such Letter of Credit for its own account. Nothing contained in this Agreement, and no actions taken by the LC Issuer pursuant to such draw request was instead a Loan from Lenders, the LC Issuer to such LC Participant pursuant to Administrator, the terms hereof. The Borrowers hereby unconditionally and irrevocably authorize, empower, and direct Fronting Bank or the Administrative Agent pursuant hereto or in connection with a Letter of Credit shall be deemed to constitute the Lenders, together or with the Administrative Agent, the Fronting Bank and the LC Participants to record and otherwise treat such reimbursements by the LC Participants to the LC Issuer initially as Loans with Administrator, a three (3) month Interest Period under a Borrowing requested by the Borrowers to reimburse the LC Issuer which have been transferred to the LC Participants at the Borrowers’ requestpartnership, association, joint venture or other entity.

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Letter of Credit of any draw request notice of a drawing under such Letter of Credit, the LC Issuer Lender shall notify the Borrowers and the Administrative Agent promptly Borrower thereof. Not later than 11:00 a.m. (London, England time) On the Business Day on the date which Borrower shall have received notice of any payment by the LC Issuer Lender under a Letter of Credit or, if Borrower shall have received such notice later than 12:00 p.m. on any Business Day, on the succeeding Business Day (each such dateapplicable Business Day, an the “LC L/C Honor Date”), Borrower shall (regardless of whether or not such Letter of Credit shall be for the Borrowers shall sole account of Borrower or for the joint account of Borrower and any Subsidiary) reimburse the LC Issuer Lender in an amount equal to that paid by the LC Issuer to the beneficiary pursuant to such draw requestdrawing. If the LC Issuer makes a payment pursuant Xxxxxxxx fails to such draw request and the Borrowers fail to so reimburse the LC Issuer in respect thereof by 11:00 a.m. (London, England time) Lender on the LC L/C Honor DateDate (or if any such reimbursement payment is required to be refunded to Borrower for any reason), the LC Issuer shall give the Administrative Agent notice of the Borrowers’ failure and the Administrative Agent shall promptly notify each LC Participant of the amount necessary to reimburse the LC Issuer in full for such payment and each LC Participant’s Pro Rata Share thereof. In such event, the Borrowers then Borrower shall be deemed to have requested a Borrowing an ABR Revolving Loan in the amount of Loans to such unreimbursed drawing (the “Unreimbursed Amount”). Such Revolving Loan shall be disbursed three (3) Business Days after the LC Honor Date in an amount equal to the unreimbursed amount, 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 2.3(a)(i) for writing; provided that the principal amount lack of Loanssuch 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 upon such notice from the Administrative Agent to each LC Participant, each LC Participant shall make a Loan to the Borrowers drawing is not later than 3:00 p.m. (London, England time) reimbursed on the date that is three (3) Business Days after the LC Honor Date, which Loan shall be in same day funds in (including by an amount equal to such LC Participant’s Pro Rata Share ABR Revolving Loan), the Unreimbursed Amount of such Borrowing and otherwise in accordance with drawing shall, without duplication, accrue interest for each day until the provisions date of Section 2.3(a). The proceeds of each such Loan shall be paid from each LC Participant reimbursement at (x) prior to the Administrative Agent who, in turn, will disburse such proceeds to the LC Issuer to reimburse the LC Issuer for such LC Participant’s Pro Rata Share of the amount necessary to reimburse the LC Issuer in full. If such reimbursement is not made by any LC Participant to the LC Issuer by 3:00 p.m. (London, England time) on the third Business Day after following the LC L/C Honor Date, such LC Participant shall pay interest on its Pro Rata Share thereof the rate per annum applicable to the LC Issuer at outstanding principal balance of ABR Revolving Loans pursuant to Section 3.1(a), and (y) thereafter, a rate per annum equal to the interest that would have then accrued if the payment so made by the LC Issuer pursuant to such draw request was instead a Loan from the LC Issuer to such LC Participant pursuant Default Rate applicable to the terms hereof. The Borrowers hereby unconditionally outstanding principal balance of ABR Revolving Loans. (ii) With respect to an Unreimbursed Amount that is not fully refinanced by an ABR Revolving Loan because the conditions for Revolving Loans set forth in Section 4.2 cannot be satisfied (and irrevocably authorizehave not been waived) or for any other reason, empowerthen Borrower shall be deemed to have incurred from Lender a L/C Loan in the amount of the Unreimbursed Amount, which L/C Loan shall be due and direct the Administrative Agent payable on demand (together with interest) and the LC Participants to record and otherwise treat such reimbursements by the LC Participants to the LC Issuer initially as Loans with a three (3) month Interest Period under a Borrowing requested by the Borrowers to reimburse the LC Issuer which have been transferred to the LC Participants shall bear interest at the Borrowers’ requestDefault Rate.

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Letter of Credit of any draw request notice of a drawing under such Letter of Credit, the LC Issuer applicable Issuing Bank shall notify the Borrowers Borrower and Administrative Agent, and the Administrative Agent thereofparticipating Issuing Banks. Not later than 11:00 a.m. 1:00 p.m. (London, England New York City time) on the date such notice of any payment a drawing has been honored by the LC Issuer applicable Issuing Bank under a Letter of Credit in accordance with normal banking procedures in the place of payment (each such date, an “LC Honor Date”), the Borrowers Borrower shall reimburse the LC Issuer such Issuing Bank in an amount equal to that paid by the LC Issuer to the beneficiary pursuant to amount of such draw requestdrawing. If Borrower fails to so reimburse such Issuing Bank by such time, such Issuing Bank shall notify Administrative Agent of the LC Issuer makes a payment pursuant to such draw request Honor Date and the Borrowers fail to reimburse the LC Issuer in respect thereof by 11:00 a.m. (London, England time) on the LC Honor Date, the LC Issuer shall give the Administrative Agent notice amount of the Borrowers’ failure and unreimbursed drawing (the Administrative Agent shall promptly notify each LC Participant of the amount necessary to reimburse the LC Issuer in full for such payment and each LC Participant’s Pro Rata Share thereof“Unreimbursed Amount”). In such event, the Borrowers Borrower shall be deemed to have requested a Borrowing of Loans Base Rate Loan from such Issuing Bank to be disbursed three (3) Business Days after on the LC Honor Date in an amount equal to the Unreimbursed Amount (in which event the unreimbursed amountdrawing shall no longer be considered an Unreimbursed Amount for all purposes hereunder), without regard to the minimum and multiples specified in Section 2.3(a)(i2.1 (Loans) for the principal amount of Loans, and upon such Base Rate Loans or the conditions set forth in Section 3 (Conditions Precedent). Any notice from the given by an Issuing Bank or Administrative Agent pursuant to each LC Participantthis Section 2.2(d)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Upon providing any notice pursuant to Section 2.2(d)(i), each LC Participant the applicable Issuing Bank shall make be deemed to have made a Base Rate Loan to Borrower in such Unreimbursed Amount. Administrative Agent shall promptly notify each of the Borrowers not later than 3:00 p.m. (London, England time) on Lenders of the date that is three (3) Business Days after amount of its share of the LC Honor Datepayment made under such Letter of Credit, which Loan shall be in same day funds in an amount equal to such LC ParticipantLender’s Pro Rata Share of such Borrowing and otherwise in accordance with amount paid by such Issuing Bank (the provisions of Section 2.3(a“Lender Payment Notice”). The proceeds of Subject to Section 2.2(b) (Fronting), each such Loan shall be paid from each LC Participant Lender hereby severally agrees to pay the amount specified in the Lender Payment Notice in immediately available funds to Administrative Agent who, in turn, will disburse for the account of such proceeds Issuing Bank with respect to the LC Issuer to reimburse the LC Issuer for such LC Participant’s Pro Rata Share Letter of the amount necessary to reimburse the LC Issuer in full. If such reimbursement is not made by any LC Participant to the LC Issuer by 3:00 p.m. (London, England time) on the third Business Day after the LC Honor Date, such LC Participant shall pay Credit plus interest on its Pro Rata Share thereof to the LC Issuer such amount at a rate per annum equal to the Federal Funds Effective Rate from the date of such payment by such Issuing Bank to the date of payment to such Issuing Bank by such Lender. Each Lender shall make such payment by not later than 4:00 p.m., New York City time, on the date it received the Lender Payment Notice (if such notice is received at or prior to 1:00 p.m., New York City time) and before 12:00 noon, New York City time, on the next succeeding Business Day following such receipt (if such notice is received after 1:00 p.m., New York City time). Each Lender shall indemnify and hold harmless such Issuing Bank from and against any and all losses, liabilities (including liabilities from penalties), actions, suits, judgments, demands, costs, and expenses (including reasonable attorneys’ fees and expenses) resulting from any failure on the part of such Lender to provide, or from any delay in providing, Administrative Agent for the account of such Issuing Bank with its Pro Rata Share of the amount paid under the Letter of Credit but no such Lender shall be so liable for any such failure on the part of or caused by any other Lender or the willful misconduct or gross negligence, as determined by a court of competent jurisdiction by a final and non-appealable order, of Administrative Agent. Each Lender’s obligation to make each such payment to Administrative Agent for the account of the applicable Issuing Bank in the case of payments made in respect of a Letter of Credit shall be several and not joint and shall not be affected by (A) the occurrence or continuance of any Event of Default, (B) the failure of any other Lender to make any payment under this Section 2.2(d)(ii), or (C) the date of the drawing under the applicable Letter of Credit issued by the applicable Issuing Bank; provided that, such drawing occurs prior to the earlier of (i) the Final Maturity Date or (ii) the termination date of the applicable Letter of Credit. Each Lender further agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (iii) Administrative Agent shall pay to the applicable Issuing Bank in immediately available funds the amounts paid in respect of a Letter of Credit pursuant to this Section 2.2(d) before the close of business on the day such payment is received; provided that, any amount received by Administrative Agent that is due and owing to such Issuing Bank and remains unpaid to such Issuing Bank on the date of receipt shall be paid on the next succeeding Business Day with interest payable at the Federal Funds Effective Rate. (iv) For so long as any Lender is a Defaulting Lender under clause (a) of the definition thereof, each Issuing Bank shall be deemed, for purposes of Section 2.14 (Ratable Sharing) and Article 7, to be a Lender hereunder in substitution of such Defaulting Lender, owed a loan in an amount equal to the outstanding principal amount due and payable by such Defaulting Lender to Administrative Agent for the account of each Issuing Bank in respect of such Letter of Credit pursuant to Section 2.2(d)(ii) above. Notwithstanding anything else to the contrary contained herein, the failure of any Lender to make any required payment in response to any drawing notice in respect of a Letter of Credit shall not increase the total aggregate amount payable by Borrower with respect to the payment described in the related drawing notice in respect of a Letter of Credit above the total aggregate amount that would have then accrued been payable by Borrower at the applicable rate for Loans if the such Defaulting Lender would have funded its payments to Administrative Agent in a timely manner in respect to such drawing notice in respect of a Letter of Credit. (v) Each payment so made by a Lender under Section 2.2(d)(ii) above shall constitute a deemed loan made by such Lender to Borrower on the LC Issuer pursuant date of such payment by an Issuing Bank under a Letter of Credit issued by such Issuing Bank. All such payments by the Lenders in respect of any one such payment by such Issuing Bank shall constitute a single deemed loan hereunder. (vi) Each applicable Issuing Bank’s obligation to make Loans as contemplated by this Section 2.2(d) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such draw request was instead Issuing Bank may have against Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default or Event of Default; (C) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (D) failure of the beneficiary to comply fully with the conditions required in order to demand payment under a Letter of Credit; or (E) any other occurrence, event or condition, whether or not similar to any of the foregoing, including any of the events specified in Section 2.2(f) (Obligations Absolute). No such making of a Loan from shall relieve or otherwise impair the LC Issuer to such LC Participant pursuant to the terms hereof. The Borrowers hereby unconditionally and irrevocably authorize, empower, and direct the Administrative Agent and the LC Participants to record and otherwise treat such reimbursements by the LC Participants to the LC Issuer initially as Loans with a three (3) month Interest Period under a Borrowing requested by the Borrowers obligation of Borrower to reimburse the LC Issuer which have been transferred applicable Issuing Bank for the amount of any payment made by such Issuing Bank under any Letter of Credit, together with interest as provided herein. (vii) In the event that more than one Letter of Credit is issued and outstanding in favor of the same beneficiary and for the same purpose, Borrower shall instruct such beneficiary of such Letters of Credit to the LC Participants at the Borrowers’ requestdraw on each such Letter of Credit on a ratable basis.

Drawings and Reimbursements. Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any draw request notice of a drawing under such Letter of Credit, the LC an L/C Issuer shall notify the Borrowers applicable Borrower and the Administrative Agent thereof. In the case of a Letter of Credit denominated in an Alternative Currency, the applicable Borrower shall reimburse the applicable L/C Issuer in such Alternative Currency, unless (A) such L/C Issuer (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the applicable Borrower shall have notified such L/C Issuer promptly following receipt of the notice of drawing that the applicable Borrower will reimburse such L/C Issuer 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 applicable L/C Issuer shall notify the applicable Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Not later than 11:00 a.m. (London, England time) on the date of any payment by the LC an L/C Issuer under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by an L/C Issuer under a Letter of Credit to be reimbursed in an Alternative Currency (each such date, an “LC Honor Date”), the Borrowers applicable Borrower shall reimburse the LC applicable L/C Issuer through the Administrative Agent in an amount equal to that paid by the LC Issuer to amount of such drawing and in the beneficiary pursuant to such draw requestapplicable currency. If the LC Issuer makes a payment pursuant applicable Borrower fails to such draw request and the Borrowers fail to so reimburse the LC applicable L/C Issuer in respect thereof by 11:00 a.m. (Londonsuch time, England time) on the LC Honor Date, the LC Issuer shall give the Administrative Agent notice of the Borrowers’ failure and the Administrative Agent shall promptly notify each LC Participant Lender of the Honor Date, the amount necessary to reimburse of the LC Issuer unreimbursed drawing (expressed in full for 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”), and the amount of such payment and each LC ParticipantLender’s Pro Rata Share thereof. In such event, the Borrowers applicable Borrower shall be deemed to have requested a Committed Borrowing of Base Rate Loans to be disbursed three (3) Business Days after on the LC Honor Date in an amount equal to the unreimbursed amountUnreimbursed Amount, without regard to the minimum and multiples specified in Section 2.3(a)(i) 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Commitments and upon such the conditions set forth in Section 5.02 (other than the delivery of a Committed Loan Notice). Any notice from given by an L/C Issuer or the Administrative Agent pursuant to each LC Participant, each LC Participant 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 a Loan funds available (and the Administrative Agent may apply Cash Collateral for this purpose) to the Borrowers not later than 3:00 p.m. (LondonAdministrative Agent for the account of the applicable L/C Issuer, England time) on in Dollars, at the date that is three (3) Business Days after the LC Honor Date, which Loan shall be in same day funds Administrative Agent’s Office for Dollar-denominated payments in an amount equal to its Pro Rata Share of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such LC Participantnotice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Lender that so makes funds available shall be deemed to have made a Base Rate Committed Loan to the applicable Borrower in such amount. The Administrative Agent shall remit the funds so received to the applicable L/C Issuer in Dollars. 41 (iii) 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 5.02 cannot be satisfied or for any other reason, the applicable Borrower shall be deemed to have incurred from the applicable L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Lender’s payment to the Administrative Agent for the account of the applicable L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03. (iv) Until each Lender funds its Committed Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the applicable L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of such Borrowing amount shall be solely for the account of such L/C Issuer. (v) Each Lender’s obligation to make Committed Loans or L/C Advances to reimburse the applicable L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and otherwise unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against such L/C Issuer, the applicable Borrower, any Subsidiary or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default; or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Committed Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in accordance with the provisions Section 5.02 (other than delivery by a Borrower of Section 2.3(aa Committed Loan Notice). The proceeds No such making of each an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower to reimburse the applicable L/C Issuer for the amount of any payment made by such Loan shall be paid from each LC Participant L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Lender fails to make available to the Administrative Agent who, in turn, will disburse for the account of an L/C Issuer any amount required to be paid by such proceeds Lender pursuant to the LC foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provision of this Agreement, such L/C Issuer shall be entitled to reimburse recover from such Lender (acting through the LC Issuer Administrative Agent), on demand, such amount with interest thereon for the period from the date such LC Participant’s Pro Rata Share of the amount necessary to reimburse the LC Issuer in full. If such reimbursement payment is not made by any LC Participant required to the LC Issuer by 3:00 p.m. (London, England time) date on the third Business Day after the LC Honor Date, which such LC Participant shall pay interest on its Pro Rata Share thereof payment is immediately available to the LC such L/C Issuer at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest that would have then accrued if and fees as aforesaid), the payment amount so made by paid shall constitute such Lender’s Committed Loan included in the LC relevant Committed Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the applicable L/C Issuer pursuant submitted to such draw request was instead a Loan from the LC Issuer to such LC Participant pursuant to the terms hereof. The Borrowers hereby unconditionally and irrevocably authorize, empower, and direct any Lender (through the Administrative Agent and the LC Participants Agent) with respect to record and otherwise treat such reimbursements by the LC Participants to the LC Issuer initially as Loans with a three any amounts owing under this clause (3vi) month Interest Period under a Borrowing requested by the Borrowers to reimburse the LC Issuer which have been transferred to the LC Participants at the Borrowers’ requestshall be conclusive absent manifest error.

Drawings and Reimbursements. (a) Upon receipt from the beneficiary of any Letter of Credit of any draw request notice of drawing under such Letter of Credit, the LC Issuer relevant Issuing Bank that issued such Letter of Credit shall notify promptly the Borrowers and the Administrative Agent thereof. Not later than 11:00 a.m. 5:00 P.M. (London, England New York City time) on the Business Day following the date of any payment by the LC Issuer any Issuing Bank under a Letter of Credit (each such date, an “LC Honor Date”)Credit, the Borrowers shall reimburse the LC Issuer such Issuing Bank in an amount equal to the amount of such drawing. (b) In the event that paid by the LC Issuer to the beneficiary pursuant to such draw request. If the LC Issuer makes a payment pursuant to such draw request and the Borrowers shall fail for any reason to reimburse the LC Issuer Issuing Bank as provided in respect thereof by 11:00 a.m. clause (London, England timea) on the LC Honor Date, the LC Issuer shall give above (and BEC does not notify the Administrative Agent notice and the relevant Issuing Bank that it intends to reimburse such Issuing Bank for the amount of such drawing with funds other than the proceeds of L/C Advances), such Issuing Bank shall promptly notify each Revolving Lender of the unreimbursed amount of such Drawing Payment with respect to a Letter of Credit and of such Lender’s respective participation therein. Each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Pro Rata Share of each such Drawing Payment on a Letter of Credit within one (1) Business Day after receiving notice. Each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Drawing Payment shall be deemed to be financed on the date on which such Drawing Payment is made with a Revolving Borrowing (or a portion thereof) (any such Revolving Borrowing to reimburse Drawing Payment, an “L/C Advance”) comprising Base Rate Advances of the Revolving Lenders in their respective Pro Rata Share of such Drawing Payment, and bearing interest at the Base Rate plus the Applicable Margin then-applicable for Base Rate Advances, and the Borrowers’ failure obligation to reimburse such Drawing Payment shall be discharged and replaced by the resulting L/C Advance. (c) Each such L/C Advance by a Revolving Lender under this Section 3.04 shall be made as provided in Section 4.05 (and Section 4.05 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders hereunder (including the obligation to pay interest to the Issuing Bank in respect of late payments by any Revolving Lender)), and the Administrative Agent shall promptly notify each LC Participant of pay to such Issuing Bank the amount necessary to reimburse the LC Issuer in full for such payment and each LC Participant’s Pro Rata Share thereof. In such event, the Borrowers shall be deemed to have requested a Borrowing of Loans to be disbursed three (3) Business Days after the LC Honor Date in an amount equal to the unreimbursed amount, without regard to the minimum and multiples specified in Section 2.3(a)(i) for the principal amount of Loans, and upon such notice amounts so received by it from the Administrative Agent applicable Revolving Lenders. (d) In the event an Issuing Bank shall have been reimbursed by the applicable Lenders pursuant to this Section 3.04 for all or any portion of any unreimbursed Drawing Payment, such Issuing Bank shall distribute to each LC Participant, each LC Participant shall make a Loan to the Borrowers not later than 3:00 p.m. (London, England time) on the date that is three (3) Business Days after the LC Honor Date, applicable Lender which Loan shall be in same day funds in an amount equal to has paid all amounts payable by it under this Section 3.04 such LC ParticipantLender’s Pro Rata Share of such Borrowing and otherwise in accordance with the provisions of Section 2.3(a). The proceeds of each such Loan shall be paid from each LC Participant to the Administrative Agent who, in turn, will disburse such proceeds to the LC Issuer to reimburse the LC Issuer for such LC Participant’s Pro Rata Share of the amount necessary to reimburse the LC Issuer in full. If such reimbursement is not made by any LC Participant to the LC Issuer by 3:00 p.m. (London, England time) on the third Business Day after the LC Honor Date, such LC Participant shall pay interest on its Pro Rata Share thereof to the LC Issuer at a rate per annum equal to the interest that would have then accrued if the payment so made all payments subsequently received by the LC Issuer pursuant to Issuing Bank from Borrowers in reimbursement of such draw request was instead a Loan from the LC Issuer to applicable Drawing Payment when such LC Participant pursuant to the terms hereof. The Borrowers hereby unconditionally and irrevocably authorize, empower, and direct the Administrative Agent and the LC Participants to record and otherwise treat such reimbursements by the LC Participants to the LC Issuer initially as Loans with a three (3) month Interest Period under a Borrowing requested by the Borrowers to reimburse the LC Issuer which have been transferred to the LC Participants at the Borrowers’ requestpayments are received.

Drawings and Reimbursements. Upon receipt from the beneficiary of any Letter of Credit of any draw request under such Letter of Credit, the LC Issuer shall notify the Borrowers and the Administrative Agent thereof. Not later than 11:00 a.m. (London, England time) on the date of any payment by the LC Issuer under a Letter of Credit (each such date, an “LC Honor Date”), the Borrowers shall reimburse the LC Issuer in an amount equal to that paid by the LC Issuer to the beneficiary pursuant to such draw request. If the LC Issuer makes a payment pursuant to such draw request and the Borrowers fail to reimburse the LC Issuer in respect thereof by 11:00 a.m. (London, England time) on the LC Honor Date, the LC Issuer shall give the Administrative Agent notice of the Borrowers’ failure and the Administrative Agent shall promptly notify each LC Participant of the amount necessary to reimburse the LC Issuer in full for such payment and each LC Participant’s Pro Rata Share thereof. In such event, the Borrowers shall be deemed to have requested a Borrowing of Loans (to be allocated ratably between the Tranche A Facility and the Tranche B Facility) to be disbursed three (3) Business Days after the LC Honor Date in an amount equal to the unreimbursed amount, without regard to the minimum and multiples specified in Section 2.3(a)(i) for the principal amount of Loans, and upon such notice from the Administrative Agent to each LC Participant, each LC Participant shall make a Loan to the Borrowers not later than 3:00 p.m. (London, England time) on the date that is three (3) Business Days after the LC Honor Date, which Loan shall be in same day funds in an amount equal to such LC Participant’s Pro Rata Share of such Borrowing and otherwise in accordance with the provisions of Section 2.3(a). The proceeds of each such Loan shall be paid from each LC Participant to the Administrative Agent who, in turn, will disburse such proceeds to the LC Issuer to reimburse the LC Issuer for such LC Participant’s Pro Rata Share of the amount necessary to reimburse the LC Issuer in full. If such reimbursement is not made by any LC Participant to the LC Issuer by 3:00 p.m. (London, England time) on the third Business Day after the LC Honor Date, such LC Participant shall pay interest on its Pro Rata Share thereof to the LC Issuer at a rate per annum equal to the interest that would have then accrued if the payment so made by the LC Issuer pursuant to such draw request was instead a Loan from the LC Issuer to such LC Participant pursuant to the terms hereof. The Borrowers hereby unconditionally and irrevocably authorize, empower, and direct the Administrative Agent and the LC Participants to record and otherwise treat such reimbursements by the LC Participants to the LC Issuer initially as Loans with a three (3) month Interest Period under a Borrowing requested by the Borrowers to reimburse the LC Issuer which have been transferred to the LC Participants at the Borrowers’ request.

Drawings and Reimbursements. (a) Upon receipt from the beneficiary of any Letter of Credit of any draw request notice of a drawing under such Letter of Credit, the LC Issuer applicable Issuing Bank shall notify the Borrowers Borrower and the Administrative Agent thereof. In the case of a Letter of Credit denominated in an Alternative Currency, the Borrower shall reimburse the applicable Issuing Bank in such Alternative Currency, unless the Borrower shall have notified such Issuing Bank promptly following receipt of the notice of drawing that the Borrower will reimburse such Issuing Bank 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 applicable Issuing Bank shall notify the Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Not later than 11:00 a.m. (LondonNew York time) (or in the event the Borrower has not been notified of such drawing prior to such time, England timewithin two hours of receipt of such notice) on the date of any payment by the LC Issuer applicable Issuing Bank under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by such Issuing Bank to be reimbursed in an Alternative Currency (each such date, an “LC Honor Date”), the Borrowers Borrower shall reimburse such Issuing Bank through the LC Issuer Administrative Agent in an amount equal to that paid by the LC Issuer to amount of such drawing and in the beneficiary pursuant to such draw requestapplicable currency. If the LC Issuer makes a payment pursuant Borrower fails to so reimburse such draw request and the Borrowers fail to reimburse the LC Issuer in respect thereof Issuing Bank by 11:00 a.m. (Londonsuch time, England time) on the LC Honor Date, the LC Issuer shall give the Administrative Agent notice of the Borrowers’ failure and the Administrative Agent shall promptly notify each LC Participant Lender of the Honor Date and the amount necessary to reimburse of the LC Issuer unreimbursed drawing (expressed in full for 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”), and the amount of such payment and each LC ParticipantLender’s Pro Rata Share Commitment Percentage thereof. In such event, the Borrowers Borrower shall be deemed to have requested a Borrowing of Loans Base Rate Loan to be disbursed three (3) Business Days after on the LC Honor Date in an amount equal to the unreimbursed amountUnreimbursed Amount, without regard to the minimum and multiples specified in Section 2.3(a)(i) §2.2 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Total Commitment and upon such the conditions set forth in §10 (other than the delivery of a Loan Request). Any notice from given by the applicable Issuing Bank or the Administrative Agent pursuant to each LC Participantthis §3.3(a) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (b) Each Lender shall upon any notice pursuant to §3.3 (a) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the applicable Issuing Bank, each LC Participant shall make a Loan in Dollars, at the Administrative Agent’s Head Office for Dollar-denominated payments, an amount equal to its Commitment Percentage times the Borrowers Unreimbursed Amount not later than 3:00 1:00 p.m. (London, England New York time) on the date that is three (3) Business Days after Day specified in such notice by the LC Honor DateAdministrative Agent, which Loan shall be in same day funds in an amount equal whereupon, subject to such LC Participant’s Pro Rata Share of such Borrowing and otherwise in accordance with the provisions of Section 2.3(a§3.3(c), each Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The proceeds of each Administrative Agent shall remit the funds so received to the applicable Issuing Bank in Dollars. (c) With respect to any Unreimbursed Amount that is not fully refinanced by a Base Rate Loan on the Honor Date because the conditions set forth in §10 cannot be satisfied or for any other reason, such Loan amount shall be paid from an Unpaid Reimbursement Obligation, which Unpaid Reimbursement Obligation shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each LC Participant Lender’s payment to the Administrative Agent who, for the account of the applicable Issuing Bank pursuant to §3.3(b) shall be deemed payment in turn, will disburse such proceeds respect of its reimbursement obligation in satisfaction of its participation obligation under this §3.3. (d) Until each Lender funds its Loan or reimbursement obligation pursuant to the LC Issuer this §3.3 to reimburse the LC Issuer applicable Issuing Bank for any amount drawn under any Letter of Credit, interest in respect of such LC ParticipantLender’s Pro Rata Share Commitment Percentage of such amount shall be solely for the amount necessary account of such Issuing Bank. (e) Each Lender’s obligation to make Loans or payments with respect to its reimbursement obligation under this §3.3 to reimburse the LC Issuer applicable Issuing Bank for amounts drawn under Letters of Credit, as contemplated by this §3.3, shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against such Issuing Bank, the Borrower, any Subsidiary of such Issuing Bank or the Borrower 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; provided, however, that each Lender’s obligation to make Loans pursuant to this §3.3 is subject to the conditions set forth in full§10 (other than delivery by the Borrower of a Loan Request). If No such payment of any Lender’s reimbursement is not obligations under this §3.3 shall relieve or otherwise impair the obligation of the Borrower to reimburse the applicable Issuing Bank for the amount of any payment made by such Issuing Bank under any LC Participant Letter of Credit issued by such Issuing Bank, together with interest as provided herein. (f) If any Lender fails to make available to the LC Issuer Administrative Agent for the account of the applicable Issuing Bank any amount required to be paid by 3:00 p.m. (Londonsuch Lender pursuant to the foregoing provisions of this §3.3 by the time specified in §3.3(b), England time) on then, without limiting the third Business Day after the LC Honor Dateother provisions of this Credit Agreement, such LC Participant Issuing Bank shall pay be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest on its Pro Rata Share thereof thereon for the period from the date such payment is required to the LC Issuer date on which such payment is immediately available to such Issuing Bank at a rate per annum equal to the interest that would have then accrued if applicable Overnight Rate from time to time in effect, plus any administrative, processing, or similar fees customarily charged by such Issuing Bank in connection with the payment so made by foregoing. A certificate of the LC Issuer pursuant applicable Issuing Bank submitted to such draw request was instead a Loan from the LC Issuer to such LC Participant pursuant to the terms hereof. The Borrowers hereby unconditionally and irrevocably authorize, empower, and direct any Lender (through the Administrative Agent and the LC Participants Agent) with respect to record and otherwise treat such reimbursements by the LC Participants to the LC Issuer initially as Loans with a three any amounts owing under this clause (3f) month Interest Period under a Borrowing requested by the Borrowers to reimburse the LC Issuer which have been transferred to the LC Participants at the Borrowers’ requestshall be conclusive absent manifest error.

Drawings and Reimbursements. Upon receipt from the beneficiary of any Letter of Credit of any draw request notice of a drawing under such Letter of Credit, Lender shall notify Borrower thereof. In the LC Issuer case of a Letter of Credit denominated in an Alternative Currency, the Borrower 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 Borrower shall have notified the Lender promptly following receipt of the notice of drawing that the Borrower will reimburse the Lender in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the Lender shall notify the Borrowers and Borrower of the Administrative Agent Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Not later than 11:00 a.m. (London, England time) on the date of any payment by the LC Issuer Lender under a Letter of Credit (each such dateto 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 “LC Honor Date”)Alternative Currency, the Borrowers Borrower shall reimburse the LC Issuer Lender in an amount equal to that paid by the LC Issuer to amount of such drawing and in the beneficiary pursuant to such draw requestapplicable currency. If the LC Issuer makes a payment pursuant Borrower fails to so reimburse Lender by such draw request and the Borrowers fail to reimburse the LC Issuer in respect thereof by 11:00 a.m. (Londontime, England time) on the LC Honor Date, the LC Issuer shall give the Administrative Agent notice of the Borrowers’ failure and the Administrative Agent shall promptly notify each LC Participant of the amount necessary to reimburse the LC Issuer in full for such payment and each LC Participant’s Pro Rata Share thereof. In such event, the Borrowers Borrower shall be deemed to have requested a Borrowing of Base Rate Loans to be disbursed three (3) Business Days after on the LC Honor Date honor date in an amount equal to the amount of the unreimbursed amountdrawing (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 2.3(a)(i) 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Commitment and upon such notice from the Administrative Agent to each LC Participant, each LC Participant shall make conditions set forth in Section 4.02 (other than the delivery of a Loan to the Borrowers not later than 3:00 p.m. (London, England time) on the date that is three (3) Business Days after the LC Honor Date, which Loan shall be in same day funds in an amount equal to such LC Participant’s Pro Rata Share of such Borrowing and otherwise in accordance with the provisions of Section 2.3(aNotice). The proceeds of each such Loan shall be paid from each LC Participant to the Administrative Agent who, in turn, will disburse such proceeds to the LC Issuer to reimburse the LC Issuer for such LC Participant’s Pro Rata Share of the amount necessary to reimburse the LC Issuer in full. If such reimbursement is not made by any LC Participant to the LC Issuer by 3:00 p.m. (London, England time) on the third Business Day after the LC Honor Date, such LC Participant shall pay interest on its Pro Rata Share thereof to the LC Issuer at a rate per annum equal to the interest that would have then accrued if the payment so made by the LC Issuer pursuant to such draw request was instead a Loan from the LC Issuer to such LC Participant pursuant to the terms hereof. The Borrowers hereby unconditionally and irrevocably authorize, empower, and direct the Administrative Agent and the LC Participants to record and otherwise treat such reimbursements by the LC Participants to the LC Issuer initially as Loans with a three (3) month Interest Period under a Borrowing requested by the Borrowers to reimburse the LC Issuer which have been transferred to the LC Participants at the Borrowers’ request.

Drawings and Reimbursements. (a) Upon receipt from the beneficiary of any Letter of Credit of any draw request notice of a drawing under such Letter of Credit, the LC Issuer applicable Issuing Bank shall notify the Borrowers Borrower and the Administrative Agent thereof. In the case of a Letter of Credit denominated in an Alternative Currency, the Borrower shall reimburse the applicable Issuing Bank in such Alternative Currency, unless the Borrower shall have notified such Issuing Bank promptly following receipt of the notice of drawing that the Borrower will reimburse such Issuing Bank 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 applicable Issuing Bank shall notify the Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Not later than 11:00 a.m. (LondonNew York time) (or in the event the Borrower has not been notified of such drawing prior to such time, England timewithin two hours of receipt of such notice) on the date of any payment by the LC Issuer applicable Issuing Bank under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by such Issuing Bank to be reimbursed in an Alternative Currency (each such date, an “LC Honor Date”), the Borrowers Borrower shall reimburse such Issuing Bank through the LC Issuer Administrative Agent in an amount equal to that paid by the LC Issuer to amount of such drawing and in the beneficiary pursuant to such draw requestapplicable currency. If the LC Issuer makes a payment pursuant Borrower fails to so reimburse such draw request and the Borrowers fail to reimburse the LC Issuer in respect thereof Issuing Bank by 11:00 a.m. (Londonsuch time, England time) on the LC Honor Date, the LC Issuer shall give the Administrative Agent notice of the Borrowers’ failure and the Administrative Agent shall promptly notify each LC Participant Lender of the Honor Date and the amount necessary to reimburse of the LC Issuer unreimbursed drawing (expressed in full for 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”), and the amount of such payment and each LC ParticipantLender’s Pro Rata Share Commitment Percentage thereof. In such event, the Borrowers Borrower shall be deemed to have requested a Borrowing of Loans Base Rate Loan to be disbursed three (3) Business Days after on the LC Honor Date in an amount equal to the unreimbursed amountUnreimbursed Amount, without regard to the minimum and multiples specified in Section 2.3(a)(i) §2.2 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Total Commitment and upon such the conditions set forth in §10 (other than the delivery of a Loan Request). Any notice from given by the applicable Issuing Bank or the Administrative Agent pursuant to each LC Participantthis §3.3(a) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (b) Each Lender shall upon any notice pursuant to §3.3(a) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the applicable Issuing Bank, each LC Participant shall make a Loan in Dollars, at the Administrative Agent’s Head Office for Dollar-denominated payments, an amount equal to its Commitment Percentage times the Borrowers Unreimbursed Amount not later than 3:00 1:00 p.m. (London, England New York time) on the date that is three (3) Business Days after Day specified in such notice by the LC Honor DateAdministrative Agent, which Loan shall be in same day funds in an amount equal whereupon, subject to such LC Participant’s Pro Rata Share of such Borrowing and otherwise in accordance with the provisions of Section 2.3(a§3.3(c), each Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The proceeds of each Administrative Agent shall remit the funds so received to the applicable Issuing Bank in Dollars. (c) With respect to any Unreimbursed Amount that is not fully refinanced by a Base Rate Loan on the Honor Date because the conditions set forth in §10 cannot be satisfied or for any other reason, such Loan amount shall be paid from an Unpaid Reimbursement Obligation, which Unpaid Reimbursement Obligation shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each LC Participant Lender’s payment to the Administrative Agent who, for the account of the applicable Issuing Bank pursuant to §3.3(b) shall be deemed payment in turn, will disburse such proceeds respect of its reimbursement obligation in satisfaction of its participation obligation under this §3.3. (d) Until each Lender funds its Loan or reimbursement obligation pursuant to the LC Issuer this §3.3 to reimburse the LC Issuer applicable Issuing Bank for any amount drawn under any Letter of Credit, interest in respect of such LC ParticipantLender’s Pro Rata Share Commitment Percentage of such amount shall be solely for the amount necessary account of such Issuing Bank. (e) Each Lender’s obligation to make Loans or payments with respect to its reimbursement obligation under this §3.3 to reimburse the LC Issuer applicable Issuing Bank for amounts drawn under Letters of Credit, as contemplated by this §3.3, shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against such Issuing Bank, the Borrower, any Subsidiary of such Issuing Bank or the Borrower 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; provided, however, that each Lender’s obligation to make Loans pursuant to this §3.3 is subject to the conditions set forth in full§10 (other than delivery by the Borrower of a Loan Request). If No such payment of any Lender’s reimbursement is not obligations under this §3.3 shall relieve or otherwise impair the obligation of the Borrower to reimburse the applicable Issuing Bank for the amount of any payment made by such Issuing Bank under any LC Participant Letter of Credit issued by such Issuing Bank, together with interest as provided herein. (f) If any Lender fails to make available to the LC Issuer Administrative Agent for the account of the applicable Issuing Bank any amount required to be paid by 3:00 p.m. (Londonsuch Lender pursuant to the foregoing provisions of this §3.3 by the time specified in §3.3(b), England time) on then, without limiting the third Business Day after the LC Honor Dateother provisions of this Credit Agreement, such LC Participant Issuing Bank shall pay be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest on its Pro Rata Share thereof thereon for the period from the date such payment is required to the LC Issuer date on which such payment is immediately available to such Issuing Bank at a rate per annum equal to the interest that would have then accrued if applicable Overnight Rate from time to time in effect, plus any administrative, processing, or similar fees customarily charged by such Issuing Bank in connection with the payment so made by foregoing. A certificate of the LC Issuer pursuant applicable Issuing Bank submitted to such draw request was instead a Loan from the LC Issuer to such LC Participant pursuant to the terms hereof. The Borrowers hereby unconditionally and irrevocably authorize, empower, and direct any Lender (through the Administrative Agent and the LC Participants Agent) with respect to record and otherwise treat such reimbursements by the LC Participants to the LC Issuer initially as Loans with a three any amounts owing under this clause (3f) month Interest Period under a Borrowing requested by the Borrowers to reimburse the LC Issuer which have been transferred to the LC Participants at the Borrowers’ requestshall be conclusive absent manifest error.

Drawings and Reimbursements. Upon receipt from the beneficiary of any Letter of Credit of any draw request under such Letter of Credit, the LC Issuer shall notify the Borrowers and the Administrative Agent thereof. Not later than 11:00 a.m. (London, England time) on the date of any payment by the LC Issuer under a Letter of Credit (each such date, an “LC Honor Date”), the Borrowers shall reimburse the LC Issuer in an amount equal to that paid by the LC Issuer to the beneficiary pursuant to such draw request. If the LC Issuer makes a payment pursuant to such draw request and the Borrowers fail to reimburse the LC Issuer in respect thereof by 11:00 a.m. (London, England time) on the LC Honor Date, the LC Issuer shall give the Administrative Agent notice of the Borrowers’ failure and the Administrative Agent shall promptly notify each LC Participant of the amount necessary to reimburse the LC Issuer in full for such payment and each LC Participant’s Pro Rata Share thereof. In such event, the Borrowers shall be deemed to have requested a Borrowing of Loans (to be allocated ratably between the Tranche A Facility and the Tranche B Facility) to be disbursed three (3) Business Days after the LC Honor Date in an amount equal to the unreimbursed amount, without regard to the minimum and multiples specified in Section 2.3(a)(i) for the principal amount of Loans, and upon such notice from the Administrative Agent to each LC Participant, each LC Participant shall make a Loan to the Borrowers not later than 3:00 p.m. (London, England time) on the date that is three (3) Business Days after the LC Honor Date, which Loan shall be in same day funds in an amount equal to such LC Participant’s Pro Rata Share of such Borrowing and otherwise in accordance with the provisions of Section 2.3(a). The proceeds of each such Loan shall be paid from each LC Participant to the Administrative Agent who, in turn, will disburse such proceeds to the LC Issuer to reimburse the LC Issuer for such LC Participant’s Pro Rata Share of the amount necessary to reimburse the LC Issuer in full. If such reimbursement is not made by any LC Participant to the LC Issuer by 3:00 p.m. (London, England time) on the third Business Day after the LC Honor Date, such LC Participant shall pay interest on its Pro Rata Share thereof to the LC Issuer at a rate per annum equal to the interest that would have then accrued if the payment so made by the LC Issuer pursuant to such draw request was instead a Loan from the LC Issuer to such LC Participant pursuant to the terms hereof. The Borrowers hereby unconditionally and irrevocably authorize, empower, and direct the Administrative Agent and the LC Participants to record and otherwise treat such reimbursements by the LC Participants to the LC Issuer initially as Loans with a three (3) month Interest Period under a Borrowing requested by the Borrowers to reimburse the LC Issuer which have been transferred to the LC Participants at the Borrowers’ request.three

Drawings and Reimbursements. Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any draw request notice of a drawing under such Letter of Credit, the LC Issuer relevant Issuing Lender shall notify Borrower or the Borrowers relevant Co-Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. (Londona.m., England time) Las Vegas time on the date of any payment by the LC Issuer relevant Issuing Lender under a Letter of Credit (each such date, an “LC "Honor Date”"), Borrower or the Borrowers relevant Co-Borrower shall reimburse the LC Issuer relevant Issuing Lender through the Administrative Agent in an amount equal to that paid by the LC Issuer to the beneficiary pursuant to amount of such draw requestdrawing. If Borrower or the LC Issuer makes a payment pursuant relevant Co-Borrower fails to so reimburse that Issuing Lender by such draw request and the Borrowers fail to reimburse the LC Issuer in respect thereof by 11:00 a.m. (Londontime, England time) on the LC Honor Date, the LC Issuer shall give the Administrative Agent notice of the Borrowers’ failure and the Administrative Agent shall promptly notify each LC Participant Revolving Lender of the Honor Date, the amount necessary to reimburse of the LC Issuer in full for unreimbursed drawing (the "Unreimbursed Amount"), and the amount of such payment and each LC Participant’s Revolving Lender's Pro Rata Share thereof. In such event, the Borrowers Borrower shall be deemed to have requested a Borrowing of Loans Base Rate Loan under the Revolving Commitment to be disbursed three (3) Business Days after on the LC Honor Date in an amount equal to the unreimbursed amountUnreimbursed Amount, without regard to the minimum and multiples specified in Section 2.3(a)(i2.1(f) for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Commitment and upon such the conditions set forth in Section 8.2 (other than the delivery of a Request for Loan). Any notice from given by an Issuing Lender or the Administrative Agent pursuant to each LC Participant, each LC Participant this Section 2.4(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 Revolving Lender (including the Lender acting as Issuing Lender) shall upon any notice pursuant to Section 2.4(c)(i) make a Loan funds available to the Borrowers not later than 3:00 p.m. (London, England time) on Administrative Agent for the date account of that is three (3) Business Days after Issuing Lender at the LC Honor Date, which Loan shall be in same day funds Administrative Agent's Office in an amount equal to its Pro Rata Share of the Unreimbursed Amount not later than 1:00 p.m., Las Vegas time, on the Business Day specified in such LC Participant’s notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.4(c)(iii), each Revolving Lender that so makes funds available shall be deemed to have made a Committed Advance to Borrower or the relevant Co-Borrower in such amount. The Administrative Agent shall remit the funds so received to that Issuing Lender. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Base Rate Loan because the conditions set forth in Section 8.2 cannot be satisfied or for any other reason, Borrower or the relevant Co-Borrower shall be deemed to have incurred from the relevant Issuing Lender an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Lender's payment to the Administrative Agent for the account of the relevant Issuing Lender pursuant to Section 2.4(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 2.4. (iv) Until each Revolving Lender funds its Committed Advance or L/C Advance pursuant to this Section 2.4(c) to reimburse the relevant Issuing Lender for any amount drawn under any Letter of Credit, interest in respect of such Revolving Lender's Pro Rata Share of such Borrowing amount shall be solely for the account of the relevant Issuing Lender. (v) Each Revolving Lender's obligation to make Committed Advances or L/C Advances to reimburse the relevant Issuing Lender for amounts drawn under Letters of Credit, as contemplated by this Section 2.4(c), shall be absolute and otherwise unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against the relevant Issuing Lender, Borrower, any Co-Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Lender's obligation to make Committed Advances pursuant to this Section 2.4(c) is subject to the conditions set forth in accordance with the provisions Section 8.2 (other than delivery by Borrower or any Co-Borrower of Section 2.3(aa Request for Loan). The proceeds No such making of each such Loan an L/C Advance shall be paid from each LC Participant relieve or otherwise impair the obligation of Borrower or the relevant Co-Borrower to reimburse the relevant Issuing Lender for the amount of any payment made by that Issuing Lender under any Letter of Credit, together with interest as provided herein. (vi) If any Revolving Lender fails to make available to the Administrative Agent who, in turn, will disburse for the account of an Issuing Lender any amount required to be paid by such proceeds Lender pursuant to the LC Issuer foregoing provisions of this Section 2.4(c) by the time specified in Section 2.4(c)(ii), that Issuing Lender shall be entitled to reimburse recover from such Lender (acting through the LC Issuer Administrative Agent), on demand, such amount with interest thereon for the period from the date such LC Participant’s Pro Rata Share of the amount necessary to reimburse the LC Issuer in full. If such reimbursement payment is not made by any LC Participant required to the LC Issuer by 3:00 p.m. (London, England time) date on the third Business Day after the LC Honor Date, which such LC Participant shall pay interest on its Pro Rata Share thereof payment is immediately available to the LC Issuer that Issuing Lender at a rate per annum equal to the interest that would have then accrued if Federal Funds Rate from time to time in effect. A certificate of the payment so made by the LC Issuer pursuant relevant Issuing Lender submitted to such draw request was instead a Loan from the LC Issuer to such LC Participant pursuant to the terms hereof. The Borrowers hereby unconditionally and irrevocably authorize, empower, and direct any Revolving Lender (through the Administrative Agent and the LC Participants Agent) with respect to record and otherwise treat such reimbursements by the LC Participants to the LC Issuer initially as Loans with a three any amounts owing under this clause (3vi) month Interest Period under a Borrowing requested by the Borrowers to reimburse the LC Issuer which have been transferred to the LC Participants at the Borrowers’ requestshall be conclusive absent manifest error.

Drawings and Reimbursements. Upon receipt from the beneficiary of any Letter of Credit of any draw request notice of a drawing under such Letter of Credit, the LC Issuer applicable Issuing Bank shall notify the Borrowers Borrower and the Administrative Agent thereof. Not Amounts drawn under each Letter of Credit shall be reimbursed by the Borrower by paying to the Administrative Agent an amount equal to such drawing not later than 11:00 a.m. (London, England time) on the date of any payment by the LC Issuer Issuing Bank under a Letter of Credit, provided that (i) in the absence of written notice to the contrary from the Borrower, and subject to the other provisions of this Agreement, such payments shall be financed when due with a Base Rate Revolving Credit (each such date, an “LC Honor Date”), Loan to the Borrowers shall reimburse the LC Issuer Borrower in an equivalent amount equal to that paid by the LC Issuer to the beneficiary pursuant to such draw request. If the LC Issuer makes a payment pursuant to such draw request and the Borrowers fail to reimburse the LC Issuer in respect thereof by 11:00 a.m. (London, England time) on the LC Honor Date, the LC Issuer shall give the Administrative Agent notice of the Borrowers’ failure and the Administrative Agent shall promptly notify each LC Participant of the amount necessary to reimburse the LC Issuer in full for such payment and each LC Participant’s Pro Rata Share thereof. In such event, the Borrowers shall be deemed to have requested a Borrowing of Loans to be disbursed three (3) Business Days after the LC Honor Date in an amount equal to the unreimbursed amount, without regard to the minimum and multiples specified in Section 2.3(a)(i) for the principal amount of Loansany such Revolving Credit Loan) and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate Revolving Credit Loan, and upon such notice from (ii) in the event that the Borrower has notified the Administrative Agent to each LC Participantthat it will not so finance any such payments, each LC Participant shall the Borrower will make a Loan payment directly to the Borrowers not later than 3:00 p.m. (London, England time) on the date that is three (3) Business Days after the LC Honor Date, which Loan shall be in same day funds in an amount equal to such LC Participant’s Pro Rata Share of such Borrowing and otherwise in accordance with the provisions of Section 2.3(a)applicable Issuing Bank when due. The Administrative Agent shall promptly remit the proceeds of each such Loan shall be paid from each LC Participant any Revolving Credit Loans made pursuant to clause (i) above (and the Administrative Agent who, may apply Cash Collateral provided for this purpose) in turn, will disburse such proceeds reimbursement of a draw under a Letter of Credit to the LC Issuer applicable Issuing Bank. Such Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to reimburse the LC Issuer represent a demand for such LC Participant’s Pro Rata Share payment under a Letter of the amount necessary to reimburse the LC Issuer in fullCredit. If such reimbursement is not made by any LC Participant to the LC Issuer by 3:00 p.m. (London, England time) on the third Business Day after the LC Honor Date, such LC Participant Such Issuing Bank shall pay interest on its Pro Rata Share thereof to the LC Issuer at a rate per annum equal to the interest that would have then accrued if the payment so made by the LC Issuer pursuant to such draw request was instead a Loan from the LC Issuer to such LC Participant pursuant to the terms hereof. The Borrowers hereby unconditionally and irrevocably authorize, empower, and direct promptly notify the Administrative Agent and the LC Participants Borrower by telephone (confirmed by facsimile) of such demand for payment and whether such Issuing Bank has made or will make payment thereunder; provided, however, that any failure to record and otherwise treat give or delay in giving such reimbursements by notice shall not relieve the LC Participants to the LC Issuer initially as Loans with a three (3) month Interest Period under a Borrowing requested by the Borrowers Borrower of its obligation to reimburse such Issuing Bank and the LC Issuer which have been transferred Revolving Credit Lenders with respect to the LC Participants at the Borrowers’ requestany such payment.

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Letter of Credit of any draw request notice of a drawing under such Letter of CreditCredit (a “Drawing Request”), the LC L/C Issuer shall notify the Borrowers Borrower of the receipt of such Drawing Request and the Administrative Agent thereof. Not later than 11:00 a.m. (London, England time) on of the date of any payment by on which the LC L/C Issuer under a Letter of Credit will honor such request (each such date, an “LC Honor Date”). Not later than the later of (x) 11:00 a.m. on such Honor Date in the case of Letters of Credit to be reimbursed in 361607869 23 Dollars or the Applicable Time on the Honor Date with respect to Letters of Credit to be reimbursed in an Alternative Currency or (y) 11:00 a.m. one Business Day after the date the notice of such Drawing Request and the Honor Date has been given by the L/C Issuer to the Borrower (such date, the “Reimbursement Date”), the Borrowers Borrower shall reimburse the LC L/C Issuer in an Same Day Funds the amount equal of the Drawing Request and, if such payment is made after the Honor Date, plus interest on such amount at the Prime Rate plus the Applicable Rate from the Honor Date to that the Reimbursement Date and thereafter at the Default Rate until all Unreimbursed Amounts in respect of such Letter of Credit have been paid in full by the LC Borrower to the L/C Issuer. In the case of a drawing under any Letter of Credit, (1) if such Letter of Credit is denominated in Dollars, the Borrower shall reimburse the L/C Issuer in Dollars and (2) if such Letter of Credit is denominated in an Alternative Currency, the Borrower shall reimburse the L/C Issuer in such Alternative Currency, unless (A) the L/C Issuer (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the L/C Issuer promptly following receipt of notice of drawing that the Borrower will reimburse the L/C Issuer 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 L/C Issuer shall notify the Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. (ii) With respect to any Drawing Request, if Same Day Funds are not received by the L/C Issuer from the Borrower prior to 11:00 a.m. (or the Applicable Time in the case of any Letter of Credit to be reimbursed in an Alternative Currency) on the Honor Date in the amount of such Drawing Request, the L/C Issuer shall promptly notify the Borrower of the amount of the unreimbursed drawing (the “Unreimbursed Amount”). If such Unreimbursed Amount relates to a Letter of Credit issued in an Alternative Currency, such Unreimbursed Amount shall be the Dollar Equivalent (as calculated by the L/C Issuer using the Spot Rate) of the Drawing Request. (iii) With respect to any Drawing Request, the L/C Issuer shall promptly make the amount of the Drawing Request available to the beneficiary pursuant to of such draw request. If the LC Issuer makes a payment pursuant to such draw request and the Borrowers fail to reimburse the LC Issuer in respect thereof by 11:00 a.m. (London, England time) Letter of Credit on the LC Honor Date, the LC Issuer shall give the Administrative Agent notice of the Borrowers’ failure and the Administrative Agent shall promptly notify each LC Participant of the amount necessary to reimburse the LC Issuer in full for such payment and each LC Participant’s Pro Rata Share thereof. In such event, the Borrowers shall be deemed to have requested a Borrowing of Loans to be disbursed three (3) Business Days after the LC Honor Date in an amount equal to the unreimbursed amount, without regard to the minimum and multiples specified in Section 2.3(a)(i) for the principal amount of Loans, and upon such notice from the Administrative Agent to each LC Participant, each LC Participant shall make a Loan to the Borrowers not later than 3:00 p.m. (London, England time) on the date that is three (3) Business Days after the LC Honor Date, which Loan shall be in same day funds in an amount equal to such LC Participant’s Pro Rata Share of such Borrowing and otherwise in accordance with the provisions of Section 2.3(a). The proceeds of each such Loan shall be paid from each LC Participant to the Administrative Agent who, in turn, will disburse such proceeds to the LC Issuer to reimburse the LC Issuer for such LC Participant’s Pro Rata Share of the amount necessary to reimburse the LC Issuer in full. If such reimbursement is not made by any LC Participant to the LC Issuer by 3:00 p.m. (London, England time) on the third Business Day after the LC Honor Date, such LC Participant shall pay interest on its Pro Rata Share thereof to the LC Issuer at a rate per annum equal to the interest that would have then accrued if the payment so made by the LC Issuer pursuant to such draw request was instead a Loan from the LC Issuer to such LC Participant pursuant to the terms hereof. The Borrowers hereby unconditionally and irrevocably authorize, empower, and direct the Administrative Agent and the LC Participants to record and otherwise treat such reimbursements by the LC Participants to the LC Issuer initially as Loans with a three (3) month Interest Period under a Borrowing requested by the Borrowers to reimburse the LC Issuer which have been transferred to the LC Participants at the Borrowers’ request.

Drawings and Reimbursements. Upon receipt from (a) If, in accordance with its standard operating procedures, the beneficiary of any Issuing Bank determines that a demand for payment under a Letter of Credit conforms to the terms and conditions of such Letter of Credit, the Issuing Bank shall, as soon as reasonably practicable, give notice to the Company and the Agent of the date the Issuing Bank will make payment in connection with such Letter of Credit in accordance with the terms thereof. The Agent shall promptly notify the Banks of such date. Each Bank and each Borrower acknowledges that the Issuing Bank shall have no greater responsibility in the operation of the Letters of Credit than is specified in the UCP or the ISP 98, as applicable. If at any draw request time the Issuing Bank shall have made a payment to a beneficiary of a Letter of Credit in respect of a drawing under such Letter of Credit, the LC Issuer Issuing Bank shall promptly notify the Borrowers Company and the Administrative Agent thereof. Not later than 11:00 a.m. (Londonand the Agent shall thereafter notify each Bank). (b) Each Borrower unconditionally and irrevocably agrees to pay to the Issuing Bank, England time) on the date of any payment by the LC Issuer Issuing Bank of a drawing under a any Letter of Credit (each issued for the account of such dateBorrower, an “LC Honor Date”), the Borrowers shall reimburse the LC Issuer in an amount equal to that paid by the LC Issuer to the beneficiary pursuant to such draw request. If the LC Issuer makes a payment pursuant to such draw request and the Borrowers fail to reimburse the LC Issuer in respect thereof by 11:00 a.m. (London, England time) on the LC Honor Date, the LC Issuer shall give the Administrative Agent notice of the Borrowers’ failure and the Administrative Agent shall promptly notify each LC Participant of the amount necessary to reimburse the LC Issuer in full for such payment and each LC Participant’s Pro Rata Share thereof. In such event, the Borrowers shall be deemed to have requested a Borrowing of Loans to be disbursed three (3) Business Days after the LC Honor Date in an amount equal to the unreimbursed amountamount paid by the Issuing Bank in respect of such drawing or, without regard to if applicable, the minimum and multiples specified Dollar Equivalent of such amount (such payment obligation of each Borrower herein called, a "Reimbursement Obligation"). If any Reimbursement Obligation is not paid when due (whether directly, by means of a Revolving Borrowing of Base Rate Loans as provided in Section 2.3(a)(i) for 3.4(c), or by application of any funds in the Cash Collateral Account), the respective Borrower agrees to pay interest accrued on the principal amount of Loans, and upon such notice thereof from the Administrative Agent to each LC Participant, each LC Participant shall make a Loan date it became due until it is paid in full to the Borrowers not later than 3:00 p.m. (London, England time) on the date that is three (3) Business Days after the LC Honor Date, which Loan shall be in same day funds in an amount equal to such LC Participant’s Pro Rata Share of such Borrowing and otherwise in accordance with the provisions of Section 2.3(a). The proceeds of each such Loan shall be paid from each LC Participant to the Administrative Agent who, in turn, will disburse such proceeds to the LC Issuer to reimburse the LC Issuer for such LC Participant’s Pro Rata Share of the amount necessary to reimburse the LC Issuer in full. If such reimbursement is not made by any LC Participant to the LC Issuer by 3:00 p.m. (London, England time) on the third Business Day after the LC Honor Date, such LC Participant shall pay interest on its Pro Rata Share thereof to the LC Issuer Issuing Bank at a rate per annum equal to the Default Rate, such interest that would have then accrued if due and payable on demand. Each such Reimbursement Obligation and the payment so made respective Borrower's obligation to pay interest thereon as set forth herein is irrevocable and unconditional with respect to any amount paid by the LC Issuer pursuant to Issuing Bank under any Letter of Credit issued for the account of such draw request was instead a Loan from the LC Issuer to such LC Participant pursuant Borrower, without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly WAIVED by each Borrower. (c) Subject to the terms hereofand conditions of this Agreement, each Borrower may satisfy its Reimbursement Obligation by causing the Company to request a Revolving Borrowing of Base Rate Loans prior to 11:00a.m. The Borrowers hereby unconditionally and irrevocably authorizeon the date due in accordance with Section 2.1(a), empowerthe proceeds of which Loans will be used to pay such Reimbursement Obligation to the Issuing Bank. (d) If on any date a Reimbursement Obligation is due (i) the Company shall fail to deliver a timely Notice of Revolving Borrowing pursuant to Section 2.3(a) requesting Base Rate Loans in an amount sufficient to pay such Reimbursement Obligation, or for any reason such a Revolving Borrowing cannot be made, (ii) the respective Borrower shall fail to request the Agent to apply funds contained in the Cash Collateral Account to pay such Reimbursement Obligation, or there shall be insufficient funds available for payment thereof in the Cash Collateral Account, and direct (iii) the Administrative respective Borrower shall otherwise fail to pay a Reimbursement Obligation by 11:00 a.m. on the date such Reimbursement Obligation is due, then the Issuing Bank shall promptly notify the Agent and the LC Participants Agent shall promptly notify the other Banks. Each Bank will pay to record the Agent for the account of the Issuing Bank an amount equal to such Bank's Percentage Share of such unpaid Reimbursement Obligation (such payment by each Bank to be made on the same date such Bank receives such notice, provided such notice is received by 12:00 noon, and otherwise treat by 10:00 a.m. on the next succeeding Business Day), together with interest on such reimbursements amount for each day from the date of such Bank's receipt of such notice from the Agent (or, if such notice is received after 12:00 noon on such date, from the next succeeding Business Day) to the date of payment by such Bank of such amount at a rate of interest per annum equal to the Federal Funds Rate from time to time in effect during such period. (e) Upon and only upon receipt by the LC Participants Issuing Bank of funds from, or on behalf of, a Borrower, (i) in respect of a Reimbursement Obligation with respect to which any Bank has theretofore made a payment to the LC Issuer initially Issuing Bank pursuant to Section 3.4 (c) or (d), or (ii) in payment of interest thereon, the Issuing Bank will pay to each Bank through the Agent, in the same funds as Loans with a three (3) month Interest Period under a Borrowing requested those received by the Borrowers Issuing Bank, such Bank's pro rata share of such funds. (f) If the Issuing Bank is required at any time to reimburse return to a Borrower or to a trustee, receiver, liquidator, custodian or other similar official any portion of the LC Issuer which have been transferred payments made by such Borrower to the LC Participants Issuing Bank in respect of a Reimbursement Obligation or interest thereon, each Bank shall, on demand of the Agent, forthwith pay to the Issuing Bank its Percentage Share of any amounts so returned by the Issuing Bank, plus interest thereon from the date such demand is made to the date such amounts are paid by such Bank to the Issuing Bank at a rate per annum equal to the Borrowers’ requestFederal Funds Rate. (g) If any Borrower ever alleges gross negligence or willful misconduct by the Issuing Bank or the Issuing Bank has honored a Letter of Credit in violation of applicable law, the full amount of the Reimbursement Obligation provided for in this Section 3.4 shall nonetheless be paid upon demand, subject to later adjustment or reimbursement at such time, if any, as a court of competent jurisdiction enters a final judgment as to the extent and effect of any alleged gross negligence or willful misconduct. The Issuing Bank will pay to the Agent for the account of each Bank such Bank's Percentage Share of all amounts received from any Borrower for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Letter of Credit, but only to the extent such Bank has made payment to the Issuing Bank in respect of such Letter of Credit.

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Letter of Credit of any draw request notice of a drawing under such Letter of Credit, the LC Issuer Lender shall notify promptly the Borrowers and the Administrative Agent Company thereof. Not later than 11:00 a.m. (London, England time) On the Business Day on which the date Company shall have received notice of any payment by the LC Issuer Lender under a Letter of Credit or, if the Company shall have received such notice later than 12:00 p.m. on any Business Day, on the succeeding Business Day (each such dateapplicable Business Day, an the “LC L/C Honor Date”), the 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 LC Issuer Lender in an amount equal to that paid by the LC Issuer to the beneficiary pursuant to such draw requestdrawing in Dollars. If the LC Issuer makes a payment pursuant to such draw request and the Borrowers fail to so reimburse the LC Issuer in respect thereof by 11:00 a.m. (London, England time) Lender on the LC L/C Honor DateDate (or if any such reimbursement payment is required to be refunded to a Borrower for any reason), then the LC Issuer shall give the Administrative Agent notice of the Borrowers’ failure and the Administrative Agent shall promptly notify each LC Participant of the amount necessary to reimburse the LC Issuer in full for such payment and each LC Participant’s Pro Rata Share thereof. In such event, the Borrowers Company shall be deemed to have requested a Borrowing an ABR Loan in the amount of Loans to such unreimbursed drawing (the “Unreimbursed Amount”). Such Loan shall be disbursed three (3) Business Days after made by the LC Honor Date in an amount equal to the unreimbursed amount, 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 2.3(a)(i) for writing; provided that the principal amount lack of Loanssuch 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 upon such notice from the Administrative Agent to each LC Participant, each LC Participant shall make a Loan to the Borrowers drawing is not later than 3:00 p.m. (London, England time) reimbursed on the date that is three (3) Business Days after same day, the LC Honor Date, which Loan shall be in same day funds in an amount equal to such LC Participant’s Pro Rata Share Unreimbursed Amount of such Borrowing and otherwise in accordance with drawing shall, without duplication, accrue interest for each day until the provisions date of Section 2.3(a). The proceeds of each such Loan shall be paid from each LC Participant reimbursement at (x) prior to the Administrative Agent who, in turn, will disburse such proceeds to the LC Issuer to reimburse the LC Issuer for such LC Participant’s Pro Rata Share of the amount necessary to reimburse the LC Issuer in full. If such reimbursement is not made by any LC Participant to the LC Issuer by 3:00 p.m. (London, England time) on the third Business Day after following the LC L/C Honor Date, such LC Participant shall pay interest on its Pro Rata Share thereof the rate per annum applicable to the LC Issuer at outstanding principal balance of ABR Loans pursuant to Section 3.1(a), and (y) thereafter, a rate per annum equal to the interest Default Rate applicable to the outstanding principal balance of ABR Loans. (i) With respect to an Unreimbursed Amount that would is not fully refinanced by an ABR Loan because the conditions for Loans set forth in Section 4.2 cannot be satisfied (and have not been waived) or for any other reason, then accrued if (A) the payment so made by the LC Issuer pursuant applicable Borrower shall be deemed to such draw request was instead a Loan have incurred from the LC Issuer to Lender a L/C Loan in the amount of the Unreimbursed Amount, which L/C Loan shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate (a “L/C Advance”). (i) No such LC Participant pursuant to making of a L/C Advance shall relieve or otherwise impair the terms hereof. The Borrowers hereby unconditionally and irrevocably authorize, empower, and direct the Administrative Agent and the LC Participants to record and otherwise treat such reimbursements by the LC Participants to the LC Issuer initially as Loans with a three (3) month Interest Period under a Borrowing requested by obligation of the Borrowers to reimburse the LC Issuer which have been transferred to Lender for the LC Participants at amount of any payment made by the Borrowers’ requestLender under any Letter of Credit, together with interest as provided herein.

Drawings and Reimbursements. (i) Notwithstanding that each Letter of Credit issued hereunder is for the account of, and in support of the Funds at Lloyd's obligations of, an Account Party, the Borrower shall be obligated to reimburse the Issuing Lenders hereunder for any and all drawings under each Letter of Credit. The Borrower hereby acknowledges that the Issuance of Letters of Credit for the accounts of Account Parties is required of the Borrower pursuant to the terms of the Subject Businesses of the Account Parties and such Issuance thereby inures to the benefit of the Borrower. (ii) Upon receipt from Lloyd's, as the beneficiary of a Letter of Credit, of any notice of a drawing under such Letter of Credit (a "Drawing Request"), the L/C Agent shall, within a reasonable time following its receipt thereof (and, in any event, within any time specified in the text of the relevant Letter of Credit), notify the Borrower and the Issuing Lenders of the receipt of such Drawing Request and the expected date on which the L/C Agent will honor such request. (iii) With respect to any demand for payment made under a Letter of Credit which the L/C Agent has informed the applicable Issuing Lenders, each such Issuing Lender will promptly make a L/C Disbursement in respect of such Letter of Credit in accordance with the amount of its liability under such Letter of Credit and this Agreement, and such L/C Disbursement is to be made to the account of the L/C Agent most recently designated by it for such purpose by notice to the Issuing Lenders. The L/C Agent will make such L/C Disbursement available to Lloyd's, as the beneficiary of the Letter of Credit, by promptly crediting the amounts so received, in the funds so received, to the account identified by Xxxxx'x in connection with such demand for such L/C Disbursement. Promptly following the L/C Disbursements by the Issuing Lenders in respect of any Letter of Credit, the L/C Agent will notify the Borrower of such L/C Disbursements. (iv) Not later than 12:00 p.m. New York time on the first Business Day after the date on which the L/C Disbursements are made by the Issuing Lenders in respect of any Letter of Credit of any draw request under (such Letter of Creditdate, the LC Issuer "Reimbursement Date"), the Borrower shall notify reimburse the Borrowers and applicable Issuing Lenders by paying to the Administrative Agent thereof. Not later than 11:00 a.m. (LondonAgent, England time) for the account of such Issuing Lenders, in immediately available funds the amount of such L/C Disbursements plus, if such payment is made after the Reimbursement Date, interest on such amount at the Default Rate from the Reimbursement Date to the date of any payment by the LC Issuer under a Letter of Credit (each such date, an “LC Honor Date”), the Borrowers shall reimburse the LC Issuer in an amount equal to that paid Borrower. Any notice given by the LC Issuer L/C Agent pursuant to Section 2.03(c)(ii) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (v) The Borrower waives any right it may have of first requiring the Issuing Lenders (or any agent on their behalf) to enforce the Security Documents before claiming from the Borrower under this clause (c). This waiver applies irrespective of any law or any provision of a Credit Document to the beneficiary pursuant contrary. (vi) Notwithstanding the foregoing, if there exists a Defaulting Lender each payment by the Borrower to such draw request. If the LC Issuer makes a payment pursuant to such draw request and the Borrowers fail to reimburse the LC Issuer in respect thereof by 11:00 a.m. (London, England time) on the LC Honor Date, the LC Issuer shall give the Administrative Agent notice of the Borrowers’ failure and the Administrative Agent shall promptly notify each LC Participant of the amount necessary to reimburse the LC Issuer in full for such payment and each LC Participant’s Pro Rata Share thereof. In such event, the Borrowers Defaulting Lender hereunder shall be deemed to have requested a Borrowing of Loans to be disbursed three (3) Business Days after the LC Honor Date in an amount equal to the unreimbursed amount, without regard to the minimum and multiples specified in Section 2.3(a)(i) for the principal amount of Loans, and upon such notice from the Administrative Agent to each LC Participant, each LC Participant shall make a Loan to the Borrowers not later than 3:00 p.m. (London, England time) on the date that is three (3) Business Days after the LC Honor Date, which Loan shall be in same day funds in an amount equal to such LC Participant’s Pro Rata Share of such Borrowing and otherwise applied in accordance with the provisions of Section 2.3(a2.14(a). The proceeds of each such Loan shall be paid from each LC Participant to the Administrative Agent who, in turn, will disburse such proceeds to the LC Issuer to reimburse the LC Issuer for such LC Participant’s Pro Rata Share of the amount necessary to reimburse the LC Issuer in full. If such reimbursement is not made by any LC Participant to the LC Issuer by 3:00 p.m. (London, England time) on the third Business Day after the LC Honor Date, such LC Participant shall pay interest on its Pro Rata Share thereof to the LC Issuer at a rate per annum equal to the interest that would have then accrued if the payment so made by the LC Issuer pursuant to such draw request was instead a Loan from the LC Issuer to such LC Participant pursuant to the terms hereof. The Borrowers hereby unconditionally and irrevocably authorize, empower, and direct the Administrative Agent and the LC Participants to record and otherwise treat such reimbursements by the LC Participants to the LC Issuer initially as Loans with a three (3) month Interest Period under a Borrowing requested by the Borrowers to reimburse the LC Issuer which have been transferred to the LC Participants at the Borrowers’ request.

Drawings and Reimbursements. Upon receipt from the beneficiary of any (a) With respect to each Letter of Credit of for which the LC Administrator receives a request for a drawing which is in form and substance reasonably satisfactory to the LC Administrator (a "Drawing Request"), if such Drawing Request is received prior to 10:00 a.m (Chicago time) on any draw request under Business Day, such Letter of CreditBusiness Day shall be the "Drawing Request Date" and if such Drawing Request is received after 10:00 a.m (Chicago time) on any Business Day, the following Business Day shall be the "Drawing Request Date." Upon receiving a Drawing Request, the LC Issuer Administrator shall promptly notify the Borrowers Borrower of such Drawing Request (which notice may be oral if immediately confirmed in writing (including by facsimile)) and upon receipt of such notification, the Borrower shall promptly reimburse the Administrative Agent thereofon behalf of the Issuer for the amount of such drawing by delivering to the LC Administrator in immediately available funds the amount of the Drawing Request. Not later than 11:00 a.m. Nothing herein stated shall be deemed a waiver by the Lenders of the obligation of the Borrower to make such prompt reimbursement. To the extent that funds are received by the LC Administrator prior to 3:00 p.m. (London, England Chicago time) on the date first Business Day after the Drawing Request Date, the LC Administrator shall promptly, on behalf of the Issuer, make an equivalent amount available to the Beneficiary of the related Letter of Credit on such first Business Day after the Drawing Request Date and shall reimburse itself for such amount with the funds provided by the Borrower. (b) With respect to any payment Drawing Request, if immediately available funds are not received by the LC Issuer under a Letter of Credit Administrator from the Borrower prior to 3:00 p.m. (each such date, an “LC Honor Date”), the Borrowers shall reimburse the LC Issuer in an amount equal to that paid by the LC Issuer to the beneficiary pursuant to such draw request. If the LC Issuer makes a payment pursuant to such draw request and the Borrowers fail to reimburse the LC Issuer in respect thereof by 11:00 a.m. (London, England Chicago time) on the LC Honor Datefirst Business Day after the Drawing Request Date in the amount of such Drawing Request, the LC Issuer Administrator shall give promptly notify the Administrative Agent notice of the Borrowers’ failure and the Administrative Agent shall promptly notify each LC Participant Lender on the first Business Day after the Drawing Request Date of such Drawing Request and such Lender's share of such Drawing Request (which shall be an amount equal to (i) such Lender's Percentage multiplied by the lesser of (ii)(A) the maximum amount available to be drawn under such Letter of Credit and (B) the amount necessary of such drawing which was not reimbursed by the Borrower pursuant to reimburse Section 2.3(a)) and the LC Issuer in full for such payment and each LC Participant’s Pro Rata Share thereof. In such event, the Borrowers Borrower shall be deemed to have requested a an LC Borrowing of Loans to be disbursed three (3) Business Days after the LC Honor Date in an amount equal to the unreimbursed amount, without regard to the minimum and multiples specified in Section 2.3(a)(i) for the principal amount of Loans, and upon such drawing which was not reimbursed by the Borrower pursuant to Section.3(a). Any notice from given by the Administrative Agent to each LC Participantthe Lenders pursuant to this Section 2.3(b) may be oral if immediately confirmed in writing (including by facsimile); provided that (i) the failure of the Administrative Agent to give any such notice in sufficient time to enable any Lender to effect such payment at the time required under Section 2.3(c) or (ii) the failure of the Administrative Agent to deliver an immediate confirmation of such notice shall not affect the conclusiveness or binding effect of such notice or relieve any Lender from its obligations under this Section 2.3. (c) Upon receiving a Drawing Request, each LC Participant Lender shall make a Loan to the Borrowers not later than 3:00 p.m. (London, England time) on the date that is three (3) Business Days after the LC Honor Date, which Loan shall be in same day funds in an amount equal to such LC Participant’s Pro Rata Share of such Borrowing and otherwise in accordance with the provisions of Section 2.3(a). The proceeds of each such Loan shall be paid from each LC Participant available to the Administrative Agent who, in turn, will disburse such proceeds to for the account of LC Issuer to reimburse Administrator at the LC Issuer for such LC Participant’s Pro Rata Share of the amount necessary to reimburse the LC Issuer in full. If such reimbursement is not made by any LC Participant to the LC Issuer Administrative Agent's Payment Office by 3:00 p.m. (LondonChicago time) in immediately available funds on the second Business Day after the Drawing Request Date (such date, England an "LC Advance Date") its share of such request; provided that in the case of a Letter of Credit issued by the Fronting Bank, if a Lender shall fail to make such funds so available, the Fronting Bank shall make such funds available and provided further that if a Participating Bank shall fail to make such funds so available, the Fronting Bank shall make such funds available. Upon delivering such funds to the Administrative Agent pursuant to this Section 2.3(c), such Lender (or the Fronting Bank, if the Fronting Bank has made such funds available after the failure of such Lender to do so) shall be deemed to have made an LC Advance to the Borrower in such amount. To the extent that immediately available funds are received by the Administrative Agent from the Lenders prior to 3:00 p.m. (Chicago time) on any LC Advance Date, the third Administrative Agent shall notify the LC Administrator and the LC Administrator shall promptly make such funds available to the Beneficiary of the related Letter of Credit on such date. To the extent that the LC Administrator has not delivered funds to any Beneficiary on behalf of a Lender pursuant to the first sentence of Section 2.3(d) and that immediately available funds are received by the Administrative Agent from such Lender: (i) after 3:00 p.m. on any LC Advance Date, the LC Administrator shall make such funds available to such Beneficiary on the next Business Day following such LC Advance Date; (ii) prior to 3:00 p.m. on any Business Day after the LC Honor Advance Date, the LC Administrator shall make those funds available to such Beneficiary on such Business Day; and (iii) after 3:00 p.m. on any Business Day after the LC Advance Date, the LC Administrator shall make those funds available to such Beneficiary on the next Business Day following such Business Day. (d) Unless the Administrative Agent or LC Administrator receives notice from a Lender prior to any LC Advance Date that such Lender will not make available as and when required hereunder to the Administrative Agent for the account of the Borrower the amount of such Lender's LC Advance on such LC Participant Advance Date, the Administrative Agent and the LC Administrator may assume that such Lender has made such amount available to the Administrative Agent in immediately available funds on the LC Advance Date and the LC Administrator may (but shall not be required), in reliance upon such assumption, make available to the Beneficiary of the related Letter of Credit on such date such Lender's LC Advance. If and to the extent (i) any Lender shall not have made its full amount available to the Administrative Agent in immediately available funds and (ii) the LC Administrator in such circumstances has made available to the Beneficiary such amount, then such Lender shall, on the Business Day following such LC Advance Date, make such amount available to the Administrative Agent, together with interest thereon until the date made available (i) at the Federal Funds Rate for the period ending two Business Days after such LC Advance Date and (ii) at the Base Rate plus 2.00% thereafter; provided, however, that if a Lender has failed to make such an amount available with respect to a Letter of Credit issued by the Fronting Bank, the Fronting Bank shall make such amount available and provided further that if a Participating Bank has failed to make such an amount available with respect to a Letter of Credit, the Fronting Bank shall make such amount available. If a Participating Bank fails to make such amount available, it shall pay interest on its Pro Rata Share thereof to the Fronting Bank. If the Fronting Bank shall fail to make such amount available, it shall pay such interest to the LC Issuer Administrator and if a Lender fails to make such amount available, it shall pay such interest to the Fronting Bank. A notice of the Administrative Agent submitted to a Lender with respect to amounts owing under Section 2.3(b) shall be conclusive, absent manifest error. If such amount is so made available, together with interest thereon, such payment to the Administrative Agent shall constitute such Lender's LC Advance on the LC Advance Date for all purposes of this Agreement. If such amount, together with interest thereon, is not made available to the Administrative Agent on the Business Day following the LC Advance Date, the Administrative Agent will notify the Borrower of such failure to fund and, upon demand by the Administrative Agent, the Borrower shall pay such amount to the Administrative Agent for the LC Administrator's account, together with interest thereon for each day elapsed since the date of such LC Borrowing, at a rate per annum equal the Base Rate plus 2.00%. (e) The failure of any Lender to make any LC Advance on any LC Advance Date shall not relieve any other Lender of any obligation hereunder to make an LC Advance on such LC Advance Date, and neither the Administrative Agent, the LC Administrator nor any Lender shall be responsible for the failure of any other Lender to make any LC Advance on any LC Advance Date. Each Lender's obligation in accordance with this Agreement to make LC Advances, as contemplated by this Section 2.3, as a result of a drawing under a Letter of Credit, shall be absolute and unconditional and without recourse to the interest that Administrative Agent, the Fronting Bank or the LC Administrator and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Administrative Agent, the LC Administrator, the Fronting Bank, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default, an Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided the LC Administrator shall exercise the same care in examining documents and determining whether or not to honor a Drawing Request as it would have then accrued exercise if the payment so made LC Administrator had Issued such Letter of Credit for its own account. Nothing contained in this Agreement, and no actions taken by the LC Issuer pursuant to such draw request was instead a Loan from Lenders, the LC Issuer to such LC Participant pursuant to Administrator, the terms hereof. The Borrowers hereby unconditionally and irrevocably authorize, empower, and direct Fronting Bank or the Administrative Agent pursuant hereto or in connection with a Letter of Credit shall be deemed to constitute the Lenders, together or with the Administrative Agent, the Fronting Bank and the LC Participants to record and otherwise treat such reimbursements by the LC Participants to the LC Issuer initially as Loans with Administrator, a three (3) month Interest Period under a Borrowing requested by the Borrowers to reimburse the LC Issuer which have been transferred to the LC Participants at the Borrowers’ requestpartnership, association, joint venture or other entity.

Drawings and Reimbursements. Upon receipt from the beneficiary of any (a) With respect to each Letter of Credit for which the LC Administrator receives a request for a drawing which is in form and substance reasonably satisfactory to the LC Administrator (a “Drawing Request”), if such Drawing Request is received prior to 10:00 a.m (Hartford time) on any Business Day, such Business Day shall be the “Drawing Request Date” and if such Drawing Request is received after 10:00 a.m (Hartford time) on any Business Day, the following Business Day shall be the “Drawing Request Date.” Upon receiving a Drawing Request, the LC Administrator shall promptly notify the Borrower of such Drawing Request (which notice may be oral if immediately confirmed in writing (including by facsimile)) and upon receipt of such notification, the Borrower shall promptly reimburse the Administrative Agent on behalf of the Issuer for the amount of such drawing by delivering to the LC Administrator in immediately available funds the amount of the Drawing Request. Nothing herein stated shall be deemed a waiver by the Lenders of the obligation of the Borrower to make such prompt reimbursement. To the extent that funds are received by the LC Administrator prior to 3:00 p.m. (Hartford time) on the first Business Day after the Drawing Request Date, the LC Administrator shall promptly, on behalf of the Issuer, make an equivalent amount available to the Beneficiary of the related Letter of Credit on such first Business Day after the Drawing Request Date and shall reimburse itself for such amount with the funds provided by the Borrower. (b) With respect to any draw request Drawing Request, if immediately available funds are not received by the LC Administrator from the Borrower prior to 3:00 p.m. (Hartford time) on the first Business Day after the Drawing Request Date in the amount of such Drawing Request, the LC Administrator shall promptly notify the Administrative Agent and the Administrative Agent shall notify each Lender on the first Business Day after the Drawing Request Date of such Drawing Request and such Lender’s share of such Drawing Request (which shall be an amount equal to (i) such Lender’s Percentage multiplied by the lesser of (ii)(A) the maximum amount available to be drawn under such Letter of Credit, Credit and (B) the amount of such drawing which was not reimbursed by the Borrower pursuant to Section 2.3(a)) and the Borrower shall be deemed to have requested an LC Issuer shall notify Borrowing in an amount equal to the Borrowers and amount of such drawing which was not reimbursed by the Borrower pursuant to Section.3(a). Any notice given by the Administrative Agent thereof. Not later than 11:00 a.m. to the Lenders pursuant to this Section 2.3(b) may be oral if immediately confirmed in writing (Londonincluding by facsimile); provided that (i) the failure of the Administrative Agent to give any such notice in sufficient time to enable any Lender to effect such payment at the time required under Section 2.3(c) or (ii) the failure of the Administrative Agent to deliver an immediate confirmation of such notice shall not affect the conclusiveness or binding effect of such notice or relieve any Lender from its obligations under this Section 2.3. (c) Upon receiving a Drawing Request, England each Lender shall make available to the Administrative Agent for the account of LC Administrator at the Administrative Agent’s Payment Office by 3:00 p.m. (Hartford time) in immediately available funds on the date of any payment by second Business Day after the LC Issuer under a Letter of Credit Drawing Request Date (each such date, an “LC Honor Advance Date”)) its share of such request; provided that in the case of a Letter of Credit issued by the Fronting Bank, if a Lender shall fail to make such funds so available, the Borrowers Fronting Bank shall reimburse the LC Issuer in an amount equal to make such funds available and provided further that paid by the LC Issuer to the beneficiary pursuant to such draw request. If the LC Issuer makes if a payment pursuant to such draw request and the Borrowers Participating Bank shall fail to reimburse the LC Issuer in respect thereof by 11:00 a.m. (London, England time) on the LC Honor Datemake such funds so available, the LC Issuer Fronting Bank shall give make such funds available. Upon delivering such funds to the Administrative Agent notice pursuant to this Section 2.3(c), such Lender (or the Fronting Bank, if the Fronting Bank has made such funds available after the failure of the Borrowers’ failure and the Administrative Agent shall promptly notify each LC Participant of the amount necessary such Lender to reimburse the LC Issuer in full for such payment and each LC Participant’s Pro Rata Share thereof. In such event, the Borrowers do so) shall be deemed to have requested a Borrowing of Loans to be disbursed three (3) Business Days after the made an LC Honor Date in an amount equal Advance to the unreimbursed Borrower in such amount, without regard to . To the minimum and multiples specified in Section 2.3(a)(i) for the principal amount of Loans, and upon such notice from extent that immediately available funds are received by the Administrative Agent from the Lenders prior to each LC Participant, each LC Participant shall make a Loan to the Borrowers not later than 3:00 p.m. (London, England Hartford time) on the date that is three (3) Business Days after the any LC Honor Advance Date, which Loan shall be in same day funds in an amount equal to such LC Participant’s Pro Rata Share of such Borrowing and otherwise in accordance with the provisions of Section 2.3(a). The proceeds of each such Loan shall be paid from each LC Participant to the Administrative Agent who, in turn, will disburse shall notify the LC Administrator and the LC Administrator shall promptly make such proceeds funds available to the LC Issuer to reimburse Beneficiary of the related Letter of Credit on such date. To the extent that the LC Issuer for Administrator has not delivered funds to any Beneficiary on behalf of a Lender pursuant to the first sentence of Section 2.3(d) and that immediately available funds are received by the Administrative Agent from such Lender: (i) after 3:00 p.m. on any LC Advance Date, the LC Administrator shall make such funds available to such Beneficiary on the next Business Day following such LC Participant’s Pro Rata Share of the amount necessary Advance Date; (ii) prior to reimburse the LC Issuer in full. If such reimbursement is not made by any LC Participant to the LC Issuer by 3:00 p.m. (London, England time) on the third any Business Day after the LC Honor Advance Date, the LC Administrator shall make those funds available to such Beneficiary on such Business Day; and (iii) after 3:00 p.m. on any Business Day after the LC Advance Date, the LC Administrator shall make those funds available to such Beneficiary on the next Business Day following such Business Day. (d) Unless the Administrative Agent or LC Administrator receives notice from a Lender prior to any LC Advance Date that such Lender will not make available as and when required hereunder to the Administrative Agent for the account of the Borrower the amount of such Lender’s LC Advance on such LC Participant Advance Date, the Administrative Agent and the LC Administrator may assume that such Lender has made such amount available to the Administrative Agent in immediately available funds on the LC Advance Date and the LC Administrator may (but shall not be required), in reliance upon such assumption, make available to the Beneficiary of the related Letter of Credit on such date such Lender’s LC Advance. If and to the extent (i) any Lender shall not have made its full amount available to the Administrative Agent in immediately available funds and (ii) the LC Administrator in such circumstances has made available to the Beneficiary such amount, then such Lender shall, on the Business Day following such LC Advance Date, make such amount available to the Administrative Agent, together with interest thereon until the date made available (i) at the Federal Funds Rate for the period ending two Business Days after such LC Advance Date and (ii) at the Base Rate plus 2.00% thereafter; provided, however, that if a Lender has failed to make such an amount available with respect to a Letter of Credit issued by the Fronting Bank, the Fronting Bank shall make such amount available and provided further that if a Participating Bank has failed to make such an amount available with respect to a Letter of Credit, the Fronting Bank shall make such amount available. If a Participating Bank fails to make such amount available, it shall pay interest on its Pro Rata Share thereof to the Fronting Bank. If the Fronting Bank shall fail to make such amount available, it shall pay such interest to the LC Issuer Administrator and if a Lender fails to make such amount available, it shall pay such interest to the Fronting Bank. A notice of the Administrative Agent submitted to a Lender with respect to amounts owing under Section 2.3(b) shall be conclusive, absent manifest error. If such amount is so made available, together with interest thereon, such payment to the Administrative Agent shall constitute such Lender’s LC Advance on the LC Advance Date for all purposes of this Agreement. If such amount, together with interest thereon, is not made available to the Administrative Agent on the Business Day following the LC Advance Date, the Administrative Agent will notify the Borrower of such failure to fund and, upon demand by the Administrative Agent, the Borrower shall pay such amount to the Administrative Agent for the LC Administrator’s account, together with interest thereon for each day elapsed since the date of such LC Borrowing, at a rate per annum equal the Base Rate plus 2.00%. (e) The failure of any Lender to make any LC Advance on any LC Advance Date shall not relieve any other Lender of any obligation hereunder to make an LC Advance on such LC Advance Date, and neither the Administrative Agent, the LC Administrator nor any Lender shall be responsible for the failure of any other Lender to make any LC Advance on any LC Advance Date. Each Lender’s obligation in accordance with this Agreement to make LC Advances, as contemplated by this Section 2.3, as a result of a drawing under a Letter of Credit, shall be absolute and unconditional and without recourse to the interest that Administrative Agent, the Fronting Bank or the LC Administrator and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Administrative Agent, the LC Administrator, the Fronting Bank, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default, a Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided the LC Administrator shall exercise the same care in examining documents and determining whether or not to honor a Drawing Request as it would have then accrued exercise if the payment so made LC Administrator had Issued such Letter of Credit for its own account. Nothing contained in this Agreement, and no actions taken by the LC Issuer pursuant to such draw request was instead a Loan from Lenders, the LC Issuer to such LC Participant pursuant to Administrator, the terms hereof. The Borrowers hereby unconditionally and irrevocably authorize, empower, and direct Fronting Bank or the Administrative Agent pursuant hereto or in connection with a Letter of Credit shall be deemed to constitute the Lenders, together or with the Administrative Agent, the Fronting Bank and the LC Participants to record and otherwise treat such reimbursements by the LC Participants to the LC Issuer initially as Loans with Administrator, a three (3) month Interest Period under a Borrowing requested by the Borrowers to reimburse the LC Issuer which have been transferred to the LC Participants at the Borrowers’ requestpartnership, association, joint venture or other entity.

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Letter of Credit of any draw request notice of a drawing under such Letter of Credit, the LC Issuer Lender shall notify the Borrowers and Borrower thereof. In the Administrative Agent case of a Letter of Credit denominated in an Alternative Currency, the Borrower shall reimburse Lender in such Alternative Currency, unless (A) 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 Borrower shall have notified Lender promptly following receipt of the notice of drawing that Borrower will reimburse 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, Lender shall notify Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Not later than 11:00 a.m. (London, England time) on the date of any payment by the LC Issuer Lender under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by Lender under a Letter of Credit to be reimbursed in an Alternative Currency (each such date, an “LC Honor Date”), the Borrowers Borrower shall reimburse the LC Issuer Lender in an amount equal to that paid by the LC Issuer to amount of such drawing and in the beneficiary pursuant to such draw requestapplicable currency. If the LC Issuer makes a payment pursuant Borrower fails to so reimburse Lender by such draw request and the Borrowers fail to reimburse the LC Issuer in respect thereof by 11:00 a.m. (London, England time) on the LC Honor Date, the LC Issuer shall give the Administrative Agent notice of the Borrowers’ failure and the Administrative Agent shall promptly notify each LC Participant of the amount necessary to reimburse the LC Issuer in full for such payment and each LC Participant’s Pro Rata Share thereof. In such event, the Borrowers Borrower shall be deemed to have requested a Committed Borrowing of Base Rate Committed Loans to be disbursed three (3) Business Days after on the LC Honor Date in an amount equal to the amount of the unreimbursed amountdrawing (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in on Alternative Currency) (the “Unreimbursed Amount”), without regard to the minimum and multiples specified in Section 2.3(a)(i) 2.02 for the principal amount of Base Rate Committed Loans, and upon such notice from the Administrative Agent to each LC Participant, each LC Participant shall make a Loan but subject to the Borrowers amount of the unutilized portion of the Commitment and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by Lender pursuant to this Section 2.04(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not later than 3:00 p.m. affect the conclusiveness or binding effect of such notice. (London, England timeii) on the date With respect to any Unreimbursed Amount that is three (3) Business Days after not fully refinanced by a Committed Borrowing of Base Rate Committed Loans because the LC Honor Dateconditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from Lender an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which Loan L/C Borrowing shall be in same day funds in an amount equal to such LC Participant’s Pro Rata Share of such Borrowing due and otherwise in accordance payable on demand (together with the provisions of Section 2.3(a). The proceeds of each such Loan interest) and shall be paid from each LC Participant to the Administrative Agent who, in turn, will disburse such proceeds to the LC Issuer to reimburse the LC Issuer for such LC Participant’s Pro Rata Share of the amount necessary to reimburse the LC Issuer in full. If such reimbursement is not made by any LC Participant to the LC Issuer by 3:00 p.m. (London, England time) on the third Business Day after the LC Honor Date, such LC Participant shall pay bear interest on its Pro Rata Share thereof to the LC Issuer at a rate per annum equal to the interest that would have then accrued if the payment so made by the LC Issuer pursuant to such draw request was instead a Loan from the LC Issuer to such LC Participant pursuant to the terms hereof. The Borrowers hereby unconditionally and irrevocably authorize, empower, and direct the Administrative Agent and the LC Participants to record and otherwise treat such reimbursements by the LC Participants to the LC Issuer initially as Loans with a three (3) month Interest Period under a Borrowing requested by the Borrowers to reimburse the LC Issuer which have been transferred to the LC Participants at the Borrowers’ requestDefault Rate.

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Letter of Credit LC of any draw request notice of a drawing under such Letter of CreditLC, the LC Issuer shall notify the Borrowers and the Administrative Agent Borrower thereof. Not later than 11:00 a.m. (London, England time) on the date of any payment by the LC Issuer under a Letter of Credit an LC (each such date, an “LC Honor Date”), the Borrowers Borrower shall reimburse the LC Issuer in an amount equal to that paid by the LC Issuer to the beneficiary pursuant to amount of such draw requestdrawing. If the LC Issuer makes a payment pursuant Bxxxxxxx fails to such draw request and the Borrowers fail to so reimburse the LC Issuer in respect thereof by 11:00 a.m. (Londonsuch time, England time) on the LC Honor Date, the LC Issuer shall give the Administrative Agent notice of the Borrowers’ failure and the Administrative Agent shall promptly notify each LC Participant of the amount necessary to reimburse the LC Issuer in full for such payment and each LC Participant’s Pro Rata Share thereof. In such event, the Borrowers Borrower shall be deemed to have requested a Borrowing of Loans Loan under the Revolving Credit Facility to be disbursed three (3) Business Days after on the LC Honor Date in an amount equal to the amount of the unreimbursed amountdrawing (the “Unreimbursed Amount”), without regard to the minimum and multiples amount specified in Section 2.3(a)(i) 2.2 for the principal amount of Loans, and upon such notice from the Administrative Agent to each LC Participant, each LC Participant shall make a Loan but subject to the Borrowers not later than 3:00 p.m. (London, England time) on the date that is three (3) Business Days after the LC Honor Date, which Loan shall be conditions set out in same day funds in an amount equal to such LC Participant’s Pro Rata Share of such Borrowing and otherwise in accordance with the provisions of Section 2.3(a)6.2. The proceeds of each such Loan shall be paid from each LC Participant to the Administrative Agent who, in turn, will disburse such proceeds to the LC Issuer to reimburse the LC Issuer for such LC Participant’s Pro Rata Share of the amount necessary to reimburse the LC Issuer in full. If such reimbursement is not made by any LC Participant to the LC Issuer by 3:00 p.m. (London, England time) on the third Business Day after the LC Honor Date, such LC Participant shall pay interest on its Pro Rata Share thereof to the LC Issuer at a rate per annum equal to the interest that would have then accrued if the payment so made Any notice given by the LC Issuer pursuant to this Section 2.4(b) (i) may be given by telephone if immediately confirmed in writing; provided that, the lack of such draw request was instead an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) With respect to any Unreimbursed Amount that is not fully refinanced by a Loan because the conditions set out in Section 6.2 cannot be satisfied, sufficient funds are not available under the Revolving Credit Facility, or for any other reason, Borrower shall be deemed to have incurred from the LC Issuer to such an LC Participant pursuant to Disbursement in the terms hereof. The Borrowers hereby unconditionally amount of the Unreimbursed Amount, which LC Disbursement shall accrue interest at the Default Rate and irrevocably authorize, empower, be due and direct the Administrative Agent payable on demand (together with accrued and the LC Participants to record and otherwise treat such reimbursements by the LC Participants to unpaid interest). (iii) If the LC Issuer initially as Loans with a three (3) month Interest Period under a Borrowing requested by shall make an LC Disbursement, then, unless the Borrowers Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall accrue interest, for each day from and including the date such LC Disbursement is made to reimburse but excluding the date that the Borrower reimburses such LC Issuer which have been transferred to the LC Participants Disbursement, at the Borrowers’ requestDefault Rate.

Drawings and Reimbursements. Upon receipt from the beneficiary of any (a) With respect to each Letter of Credit for which the Applicable Issuing Party receives a request for a drawing which is in form and substance reasonably satisfactory to the Applicable Issuing Party (a “Drawing Request”), if such Drawing Request is received prior to 10:00 a.m. (Chicago time) on any Business Day, such Business Day shall be the “Drawing Request Date” and if such Drawing Request is received after 10:00 a.m. (Chicago time) on any Business Day, the following Business Day shall be the “Drawing Request Date.” Upon receiving a Drawing Request, the Applicable Issuing Party shall promptly notify Max Bermuda of any draw request such Drawing Request (which notice may be oral if immediately confirmed in writing (including by facsimile)) and upon receipt of such notification, Max Bermuda shall promptly reimburse the Administrative Agent on behalf of the Issuer for the amount of such drawing by delivering to the Applicable Issuing Party in immediately available funds the amount of the Drawing Request. In the event of a Drawing Request under such an Alternative Currency Letter of Credit, such reimbursement by Max Bermuda shall be in Dollars (as calculated by the LC Issuer Applicable Issuing Party, using the Spot Rate) or the Alternative Currency as specified by the Applicable Issuing Party. Nothing herein stated shall notify be deemed a waiver by the Borrowers and Lenders of the Administrative Agent thereof. Not later than 11:00 a.m. obligation of Max Bermuda to make such prompt reimbursement (Londonb) With respect to any Drawing Request, England if immediately available funds are not received by the Applicable Issuing Party from Max Bermuda prior to 3:00 p.m. (Chicago time) on the first Business Day after the Drawing Request Date, or for Alternative Currency Letters of Credit on the date of any payment made by the LC Issuer under a Letter Fronting Bank in the amount of Credit (each such dateDrawing Request, an “LC Honor Date”), the Borrowers shall reimburse the LC Issuer in an amount equal to that paid by the LC Issuer to the beneficiary pursuant to such draw request. If the LC Issuer makes a payment pursuant to such draw request and the Borrowers fail to reimburse the LC Issuer in respect thereof by 11:00 a.m. (London, England time) on the LC Honor Date, the LC Issuer shall give the Administrative Agent notice of the Borrowers’ failure and the Administrative Agent shall promptly notify each LC Participant Lender and such Lender’s share of such Drawing Request (which shall be an amount equal to (i) such Lender’s Percentage multiplied by the lesser of (ii)(A) the maximum amount available to be drawn under such Letter of Credit and (B) the amount necessary of such drawing which was not reimbursed by Max Bermuda pursuant to reimburse the LC Issuer in full for such payment Section 2.4(a)) and each LC Participant’s Pro Rata Share thereof. In such event, the Borrowers Max Bermuda shall be deemed to have requested a an LC Borrowing of Loans to be disbursed three (3) Business Days after the LC Honor Date in an amount equal to the unreimbursed amount, without regard to the minimum and multiples specified in Section 2.3(a)(i) for the principal amount of Loanssuch drawing which was not reimbursed by Max Bermuda pursuant to Section 2.4(a). If such LC Borrowing relates to a Alternative Currency Letter of Credit, and upon the amount of such LC Borrowing shall be the Dollar Equivalent (as calculated by the Applicable Issuing Party using the Spot Rate) of the Drawing Request. Any notice from given by the Administrative Agent to each LC Participantthe Lenders pursuant to this Section 2.4(b) may be oral if immediately confirmed in writing (including by facsimile); provided that (i) the failure of the Administrative Agent to give any such notice in sufficient time to enable any Lender to effect such payment at the time required under Section 2.4(c) or (ii) the failure of the Administrative Agent to deliver an immediate confirmation of such notice shall not affect the conclusiveness or binding effect of such notice or relieve any Lender from its obligations under this Section 2.4. (c) Upon receiving a Drawing Request, each LC Participant Lender shall make a Loan to the Borrowers not later than 3:00 p.m. (London, England time) on the date that is three (3) Business Days after the LC Honor Date, which Loan shall be in same day funds in an amount equal to such LC Participant’s Pro Rata Share of such Borrowing and otherwise in accordance with the provisions of Section 2.3(a). The proceeds of each such Loan shall be paid from each LC Participant available to the Administrative Agent who, in turn, will disburse such proceeds to for the LC Issuer to reimburse account of Applicable Issuing Party at the LC Issuer for such LC ParticipantAdministrative Agent’s Pro Rata Share of the amount necessary to reimburse the LC Issuer in full. If such reimbursement is not made by any LC Participant to the LC Issuer Office by 3:00 p.m. (London, England Chicago time) in Dollars in immediately available funds on the third second Business Day after the Drawing Request Date (such date, an “LC Honor Advance Date”) its share of such request; provided that in the case of a Fronted Letter of Credit, if a Lender shall fail to make such funds so available, the Fronting Bank shall make such funds available and provided further that if a Participating Bank shall fail to make such funds so available, the Fronting Bank shall make such funds available. Upon delivering such funds to the Administrative Agent pursuant to this Section 2.4(c), such Lender (or the Fronting Bank, if the Fronting Bank has made such funds available after the failure of such Lender to do so) shall be deemed to have made an LC Advance to Max Bermuda in such amount (d) Unless the Administrative Agent receives notice from a Lender prior to any LC Advance Date that such Lender will not make available as and when required hereunder to the Administrative Agent for the account of Max Bermuda the amount of such Lender’s LC Advance on such LC Advance Date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent in immediately available funds on the LC Advance Date. If and to the extent (i) any Lender shall not have made its full amount available to the Administrative Agent in immediately available funds and (ii) such Lender shall, on the Business Day following such LC Participant Advance Date, make such amount available to the Administrative Agent, together with interest thereon until the date made available (i) at the Federal Funds Rate for the period ending two Business Days after such LC Advance Date and (ii) at the Base Rate plus 2.00% thereafter; provided, however, that if a Lender has failed to make such an amount available with respect to a Fronted Letter of Credit, the Fronting Bank shall make such amount available and provided further that if a Participating Bank has failed to make such an amount available with respect to a Several Letter of Credit, the Fronting Bank shall make such amount available. If a Participating Bank fails to make such amount available, it shall pay interest on its Pro Rata Share thereof to the Fronting Bank. If the Fronting Bank shall fail to make such amount available, it shall pay such interest to the LC Issuer Administrator and if a Lender fails to make such amount available, it shall pay such interest to the Fronting Bank. A notice of the Administrative Agent submitted to a Lender with respect to amounts owing under Section 2.4(b) shall be conclusive, absent manifest error. If such amount is so made available, together with interest thereon, such payment to the Administrative Agent shall constitute such Lender’s LC Advance on the LC Advance Date for all purposes of this Agreement. If such amount, together with interest thereon, is not made available to the Administrative Agent on the Business Day following the LC Advance Date, the Administrative Agent will notify Max Bermuda of such failure to fund and, upon demand by the Administrative Agent, Max Bermuda shall pay such amount to the Administrative Agent for the LC Administrator’s account, together with interest thereon for each day elapsed since the date of such LC Borrowing, at a rate per annum equal the Base Rate plus 2.00%. (e) The failure of any Lender to make any LC Advance on any LC Advance Date shall not relieve any other Lender of any obligation hereunder to make an LC Advance on such LC Advance Date, and neither the Administrative Agent, the LC Administrator nor any Lender shall be responsible for the failure of any other Lender to make any LC Advance on any LC Advance Date. Each Lender’s obligation in accordance with this Agreement to make LC Advances, as contemplated by this Section 2.4, as a result of a drawing under a Letter of Credit, shall be absolute and unconditional and without recourse to the interest that Administrative Agent, the Fronting Bank or the LC Administrator and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Administrative Agent, the LC Administrator, the Fronting Bank, Max Bermuda or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default, a Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided the LC Administrator shall exercise the same care in examining documents and determining whether or not to honor a Drawing Request as it would have then accrued exercise if the payment so made LC Administrator had Issued such Letter of Credit for its own account. Nothing contained in this Agreement, and no actions taken by the LC Issuer pursuant to such draw request was instead a Loan from Lenders, the LC Issuer to such LC Participant pursuant to Administrator, the terms hereof. The Borrowers hereby unconditionally and irrevocably authorize, empower, and direct Fronting Bank or the Administrative Agent pursuant hereto or in connection with a Letter of Credit shall be deemed to constitute the Lenders, together or with the Administrative Agent, the Fronting Bank and the LC Participants to record and otherwise treat such reimbursements by the LC Participants to the LC Issuer initially as Loans with Administrator, a three (3) month Interest Period under a Borrowing requested by the Borrowers to reimburse the LC Issuer which have been transferred to the LC Participants at the Borrowers’ requestpartnership, association, joint venture or other entity.

Drawings and Reimbursements. Upon receipt from the beneficiary of any (a) With respect to each Letter of Credit for which the LC Administrator receives a request for a drawing which is in form and substance reasonably satisfactory to the LC Administrator (a “Drawing Request”), if such Drawing Request is received prior to 10:00 a.m. (Chicago time) on any Business Day, such Business Day shall be the “Drawing Request Date” and if such Drawing Request is received after 10:00 a.m. (Chicago time) on any Business Day, the following Business Day shall be the “Drawing Request Date.” Upon receiving a Drawing Request, the LC Administrator shall promptly notify the Borrower of such Drawing Request (which notice may be oral if immediately confirmed in writing (including by facsimile)) and upon receipt of such notification, the Borrower shall promptly reimburse the Administrative Agent on behalf of the Issuer for the amount of such drawing by delivering to the LC Administrator in immediately available funds the amount of the Drawing Request. Nothing herein stated shall be deemed a waiver by the Lenders of the obligation of the Borrower to make such prompt reimbursement. To the extent that funds are received by the LC Administrator prior to 3:00 p.m. (Chicago time) on the first Business Day after the Drawing Request Date, the LC Administrator shall promptly, on behalf of the Issuer, make an equivalent amount available to the Beneficiary of the related Letter of Credit on such first Business Day after the Drawing Request Date and shall reimburse itself for such amount with the funds provided by the Borrower. (b) With respect to any draw request Drawing Request, if immediately available funds are not received by the LC Administrator from the Borrower prior to 3:00 p.m. (Chicago time) on the first Business Day after the Drawing Request Date in the amount of such Drawing Request, the LC Administrator shall promptly notify the Administrative Agent and the Administrative Agent shall notify each Lender on the first Business Day after the Drawing Request Date of such Drawing Request and such Lender’s share of such Drawing Request (which shall be an amount equal to (i) such Lender’s Percentage multiplied by the lesser of (ii)(A) the maximum amount available to be drawn under such Letter of Credit, Credit and (B) the amount of such drawing which was not reimbursed by the Borrower pursuant to Section 2.3(a)) and the Borrower shall be deemed to have requested an LC Issuer shall notify Borrowing in an amount equal to the Borrowers and amount of such drawing which was not reimbursed by the Borrower pursuant to Section.3(a). Any notice given by the Administrative Agent thereof. Not later than 11:00 a.m. to the Lenders pursuant to this Section 2.3(b) may be oral if immediately confirmed in writing (Londonincluding by facsimile); provided that (i) the failure of the Administrative Agent to give any such notice in sufficient time to enable any Lender to effect such payment at the time required under Section 2.3(c) or (ii) the failure of the Administrative Agent to deliver an immediate confirmation of such notice shall not affect the conclusiveness or binding effect of such notice or relieve any Lender from its obligations under this Section 2.3. (c) Upon receiving a Drawing Request, England each Lender shall make available to the Administrative Agent for the account of LC Administrator at the Administrative Agent’s Payment Office by 3:00 p.m. (Chicago time) in immediately available funds on the date of any payment by second Business Day after the LC Issuer under a Letter of Credit Drawing Request Date (each such date, an “LC Honor Advance Date”)) its share of such request; provided that in the case of a Letter of Credit issued by the Fronting Bank, if a Lender shall fail to make such funds so available, the Borrowers Fronting Bank shall reimburse the LC Issuer in an amount equal to make such funds available and provided further that paid by the LC Issuer to the beneficiary pursuant to such draw request. If the LC Issuer makes if a payment pursuant to such draw request and the Borrowers Participating Bank shall fail to reimburse the LC Issuer in respect thereof by 11:00 a.m. (London, England time) on the LC Honor Datemake such funds so available, the LC Issuer Fronting Bank shall give make such funds available. Upon delivering such funds to the Administrative Agent notice pursuant to this Section 2.3(c), such Lender (or the Fronting Bank, if the Fronting Bank has made such funds available after the failure of the Borrowers’ failure and the Administrative Agent shall promptly notify each LC Participant of the amount necessary such Lender to reimburse the LC Issuer in full for such payment and each LC Participant’s Pro Rata Share thereof. In such event, the Borrowers do so) shall be deemed to have requested a Borrowing of Loans to be disbursed three (3) Business Days after the made an LC Honor Date in an amount equal Advance to the unreimbursed Borrower in such amount, without regard to . To the minimum and multiples specified in Section 2.3(a)(i) for the principal amount of Loans, and upon such notice from extent that immediately available funds are received by the Administrative Agent from the Lenders prior to each LC Participant, each LC Participant shall make a Loan to the Borrowers not later than 3:00 p.m. (London, England Chicago time) on the date that is three (3) Business Days after the any LC Honor Advance Date, which Loan shall be in same day funds in an amount equal to such LC Participant’s Pro Rata Share of such Borrowing and otherwise in accordance with the provisions of Section 2.3(a). The proceeds of each such Loan shall be paid from each LC Participant to the Administrative Agent who, in turn, will disburse shall notify the LC Administrator and the LC Administrator shall promptly make such proceeds funds available to the LC Issuer to reimburse Beneficiary of the related Letter of Credit on such date. To the extent that the LC Issuer for Administrator has not delivered funds to any Beneficiary on behalf of a Lender pursuant to the first sentence of Section 2.3(d) and that immediately available funds are received by the Administrative Agent from such Lender: (i) after 3:00 p.m. on any LC Advance Date, the LC Administrator shall make such funds available to such Beneficiary on the next Business Day following such LC Participant’s Pro Rata Share of the amount necessary Advance Date; (ii) prior to reimburse the LC Issuer in full. If such reimbursement is not made by any LC Participant to the LC Issuer by 3:00 p.m. (London, England time) on the third any Business Day after the LC Honor Advance Date, the LC Administrator shall make those funds available to such Beneficiary on such Business Day; and (iii) after 3:00 p.m. on any Business Day after the LC Advance Date, the LC Administrator shall make those funds available to such Beneficiary on the next Business Day following such Business Day. (d) Unless the Administrative Agent or LC Administrator receives notice from a Lender prior to any LC Advance Date that such Lender will not make available as and when required hereunder to the Administrative Agent for the account of the Borrower the amount of such Lender’s LC Advance on such LC Participant Advance Date, the Administrative Agent and the LC Administrator may assume that such Lender has made such amount available to the Administrative Agent in immediately available funds on the LC Advance Date and the LC Administrator may (but shall not be required), in reliance upon such assumption, make available to the Beneficiary of the related Letter of Credit on such date such Lender’s LC Advance. If and to the extent (i) any Lender shall not have made its full amount available to the Administrative Agent in immediately available funds and (ii) the LC Administrator in such circumstances has made available to the Beneficiary such amount, then such Lender shall, on the Business Day following such LC Advance Date, make such amount available to the Administrative Agent, together with interest thereon until the date made available (i) at the Federal Funds Rate for the period ending two Business Days after such LC Advance Date and (ii) at the Base Rate plus 2.00% thereafter; provided, however, that if a Lender has failed to make such an amount available with respect to a Letter of Credit issued by the Fronting Bank, the Fronting Bank shall make such amount available and provided further that if a Participating Bank has failed to make such an amount available with respect to a Letter of Credit, the Fronting Bank shall make such amount available. If a Participating Bank fails to make such amount available, it shall pay interest on its Pro Rata Share thereof to the Fronting Bank. If the Fronting Bank shall fail to make such amount available, it shall pay such interest to the LC Issuer Administrator and if a Lender fails to make such amount available, it shall pay such interest to the Fronting Bank. A notice of the Administrative Agent submitted to a Lender with respect to amounts owing under Section 2.3(b) shall be conclusive, absent manifest error. If such amount is so made available, together with interest thereon, such payment to the Administrative Agent shall constitute such Lender’s LC Advance on the LC Advance Date for all purposes of this Agreement. If such amount, together with interest thereon, is not made available to the Administrative Agent on the Business Day following the LC Advance Date, the Administrative Agent will notify the Borrower of such failure to fund and, upon demand by the Administrative Agent, the Borrower shall pay such amount to the Administrative Agent for the LC Administrator’s account, together with interest thereon for each day elapsed since the date of such LC Borrowing, at a rate per annum equal the Base Rate plus 2.00%. (e) The failure of any Lender to make any LC Advance on any LC Advance Date shall not relieve any other Lender of any obligation hereunder to make an LC Advance on such LC Advance Date, and neither the Administrative Agent, the LC Administrator nor any Lender shall be responsible for the failure of any other Lender to make any LC Advance on any LC Advance Date. Each Lender’s obligation in accordance with this Agreement to make LC Advances, as contemplated by this Section 2.3, as a result of a drawing under a Letter of Credit, shall be absolute and unconditional and without recourse to the interest that Administrative Agent, the Fronting Bank or the LC Administrator and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Administrative Agent, the LC Administrator, the Fronting Bank, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of an Event of Default, an Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided the LC Administrator shall exercise the same care in examining documents and determining whether or not to honor a Drawing Request as it would have then accrued exercise if the payment so made LC Administrator had Issued such Letter of Credit for its own account. Nothing contained in this Agreement, and no actions taken by the LC Issuer pursuant to such draw request was instead a Loan from Lenders, the LC Issuer to such LC Participant pursuant to Administrator, the terms hereof. The Borrowers hereby unconditionally and irrevocably authorize, empower, and direct Fronting Bank or the Administrative Agent pursuant hereto or in connection with a Letter of Credit shall be deemed to constitute the Lenders, together or with the Administrative Agent, the Fronting Bank and the LC Participants to record and otherwise treat such reimbursements by the LC Participants to the LC Issuer initially as Loans with Administrator, a three (3) month Interest Period under a Borrowing requested by the Borrowers to reimburse the LC Issuer which have been transferred to the LC Participants at the Borrowers’ requestpartnership, association, joint venture or other entity.

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Letter of Credit of any draw request notice of a drawing under such Letter of Credit, the LC Issuer Lender shall notify the Borrowers and the Administrative Agent thereof. Not later than 11:00 a.m. 1:00 p.m. (London, England El Paso time) on the date of any payment by the LC Issuer Lender under a Letter of Credit (each such date, an “LC "Honor Date”"), the Borrowers shall reimburse the LC Issuer Lender in an amount equal to that paid the amount of such drawing either through a cash payment by the LC Issuer Borrowers to the beneficiary pursuant to such draw requestLender or by a draft by Lender from one or more accounts owned by Borrower. If the LC Issuer makes a payment pursuant to such draw request and the Borrowers fail to so reimburse the LC Issuer Lender in respect thereof by 11:00 a.m. (London, England time) on the LC Honor Date, the LC Issuer shall give the Administrative Agent notice of the Borrowers’ failure and the Administrative Agent shall promptly notify each LC Participant of the amount necessary to reimburse the LC Issuer in full for such payment and each LC Participant’s Pro Rata Share thereof. In such eventeither fashion, the Borrowers shall be deemed to have requested a Borrowing borrowing of Loans an Alternate Base Rate Loan to be disbursed three (3) Business Days after on the LC Honor Date in an amount equal to the amount of such unreimbursed amountdrawing, without regard to the minimum and multiples specified in Section 2.3(a)(i) 2.03 for the principal amount of Alternate Base Rate Loans, and upon such notice from the Administrative Agent to each LC Participant, each LC Participant shall make a Loan but subject to the amount of the unutilized portion of the Commitment and the conditions set forth in Section 4.02. (ii) If the Borrowers not later than 3:00 p.m. (London, England time) on the date that is three (3) Business Days after the LC Honor Date, which Loan shall be in same day funds in an amount equal to such LC Participant’s Pro Rata Share of such Borrowing and otherwise in accordance with the provisions of Section 2.3(a). The proceeds of each such Loan shall be paid from each LC Participant to the Administrative Agent who, in turn, will disburse such proceeds to the LC Issuer fail to reimburse the LC Issuer Lender for any drawing under any Letter of Credit (whether by means of a borrowing or otherwise), such LC Participant’s Pro Rata Share unreimbursed amount shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. (iii) Borrowers hereby authorize Lender to draft any of the amount necessary Borrowers' accounts to reimburse the LC Issuer in full. If such reimbursement is not made by Lender for any LC Participant to the LC Issuer by 3:00 p.m. (London, England time) on the third Business Day after the LC Honor Date, such LC Participant shall pay interest on its Pro Rata Share thereof to the LC Issuer at a rate per annum equal to the interest that would have then accrued if the payment so payments made by the LC Issuer Lender pursuant to a Letter of Credit. Lender shall give Borrowers notice as soon as possible, but no later than one Business Day before the date of any such draw request was instead a Loan from the LC Issuer to such LC Participant pursuant to the terms hereof. The Borrowers hereby unconditionally and irrevocably authorize, empower, and direct the Administrative Agent and the LC Participants to record and otherwise treat such reimbursements by the LC Participants to the LC Issuer initially as Loans with a three (3) month Interest Period under a Borrowing requested by the Borrowers to reimburse the LC Issuer which have been transferred to the LC Participants at the Borrowers’ requestdraft.

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Letter of Credit of any draw request notice of a drawing under such Letter of Credit, the LC Letter of Credit Issuer shall promptly notify the Borrowers Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. 5:00 p.m. on (London, England timex) on the date of any payment by the LC Letter of Credit Issuer under a Letter of Credit (each such date, an “LC Honor Date”), if Borrower receives such notice on or prior to 12:00 Noon on the Borrowers 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 LC Letter of Credit Issuer in an amount equal to that paid by the LC Issuer to the beneficiary pursuant to amount of such draw requestdrawing. If the LC Borrower fails to so reimburse Letter of Credit Issuer makes a payment pursuant to by such draw request and the Borrowers fail to reimburse the LC Issuer in respect thereof by 11:00 a.m. (Londontime, England time) on the LC Honor Date, the LC Issuer shall give the Administrative Agent notice of the Borrowers’ failure and the Administrative Agent shall promptly notify each LC Participant Lender of the relevant payment date, the amount necessary to reimburse of the LC Issuer in full for unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such payment and each LC ParticipantLender’s Pro Rata Share thereof. In such event, the Borrowers Borrower shall be deemed to have requested a Borrowing of Prime Rate Loans to be disbursed three (3) Business Days after on the LC Honor Date relevant payment date in an amount equal to the unreimbursed amountamount of the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.3(a)(i) 2.4 hereof for the principal amount of Prime Rate Loans, but subject to the amount of the unutilized portion of the Available Loan Amount and upon such the condition set forth in Section 6.2(b). Any notice from the given by Letter of Credit Issuer or Administrative Agent pursuant to each LC Participant, each LC Participant this Section 2.12(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each Lender (including a Lender acting as Letter of Credit Issuer) shall upon any notice pursuant to Section 2.12(c)(i) make a Loan funds available to Administrative Agent for the Borrowers not later than 3:00 p.m. (London, England time) on the date that is three (3) Business Days after the LC Honor Date, which Loan shall be in same day funds account of Letter of Credit Issuer at Administrative Agent’s Office in an amount equal to its Pro Rata Share of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such LC Participantnotice by Administrative Agent, whereupon, subject to the provisions of Section 2.12(c)(iii), each Lender that so makes funds available shall be deemed to have made a Prime Rate Loan to Borrower in such amount. Administrative Agent shall remit the funds so received to Letter of Credit Issuer. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing because the relevant conditions set forth in Section 6.2 cannot be satisfied or for any other reason, Borrower shall be deemed to have incurred from Lenders a Letter of Credit Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which Letter of Credit Borrowing shall be due and payable within fifteen (15) Business Days of Borrower’s receipt of demand (together with interest) and shall bear interest at the Default Rate. In such event, each Lender’s payment to Administrative Agent for the account of Letter of Credit Issuer pursuant to Section 2.12(c)(ii) shall be deemed payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a Letter of Credit Advance from such Lender in satisfaction of its participation obligation under this Section 2.12. (iv) Until each Lender funds its Loan or Letter of Credit Borrowing pursuant to this Section 2.12(c) to reimburse Letter of Credit Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of such Borrowing amount shall be solely for the account of Letter of Credit Issuer. (v) Each Lender’s obligation to make Loans or Letter of Credit Advances to reimburse Letter of Credit Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.12(c), shall be absolute and unconditional and shall not be affected by any circumstance, including: (A) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against Letter of Credit Issuer, Borrower, or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Potential Default or Event of Default; or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Loans pursuant to this Section 2.12(c) is subject to the condition set forth in Section 6.2(b). No such making of a Letter of Credit Advance shall relieve or otherwise in accordance impair the obligation of Borrower to reimburse Letter of Credit Issuer for the amount of any payment made by Letter of Credit Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Lender fails to make available to Administrative Agent for the account of Letter of Credit Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.3(a2.12(c) by the time specified in Section 2.12(c)(ii). The proceeds , Letter of each such Loan Credit Issuer shall be paid entitled to recover from each LC Participant such Lender (acting through Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the Administrative Agent who, in turn, will disburse date on which such proceeds payment is immediately available to the LC Issuer to reimburse the LC Issuer for such LC Participant’s Pro Rata Share Letter of the amount necessary to reimburse the LC Issuer in full. If such reimbursement is not made by any LC Participant to the LC Issuer by 3:00 p.m. (London, England time) on the third Business Day after the LC Honor Date, such LC Participant shall pay interest on its Pro Rata Share thereof to the LC Credit Issuer at a rate per annum equal to the interest that would have then accrued if the payment so made by the LC Federal Funds Rate from time to time in effect. A certificate of Letter of Credit Issuer pursuant submitted to such draw request was instead a Loan from the LC Issuer any Lender (through Administrative Agent) with respect to such LC Participant pursuant to the terms hereof. The Borrowers hereby unconditionally and irrevocably authorize, empower, and direct the Administrative Agent and the LC Participants to record and otherwise treat such reimbursements by the LC Participants to the LC Issuer initially as Loans with a three (3any amounts owing under this Section 2.12(c) month Interest Period under a Borrowing requested by the Borrowers to reimburse the LC Issuer which have been transferred to the LC Participants at the Borrowers’ requestshall be conclusive absent demonstrable error.

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Letter of Credit of any draw request notice of a drawing under such Letter of Credit, the LC Issuer Lender shall notify the Borrowers and the Administrative Agent Borrower thereof. Not later than 11:00 a.m. (London, England time) on the date of one Business Day after any payment by the LC Issuer Lender under a Letter of Credit (each such date, an “LC Honor Date”), the Borrowers Borrower shall reimburse the LC Issuer Lender in an amount equal to that paid by the LC Issuer to the beneficiary pursuant to such draw request. If the LC Issuer makes a payment pursuant to such draw request and the Borrowers fail to reimburse the LC Issuer in respect thereof by 11:00 a.m. (London, England time) on the LC Honor Date, the LC Issuer shall give the Administrative Agent notice of the Borrowers’ failure and the Administrative Agent shall promptly notify each LC Participant Dollar Equivalent of the amount necessary of such 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 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 Borrower fails to so reimburse the LC Issuer in full for such payment and each LC Participant’s Pro Rata Share thereof. In such eventLender, the Borrowers Borrower shall be deemed to have requested a Borrowing borrowing of Loans a Revolving Loan that is a Alternate Base Rate Loan to be disbursed three (3) on the Business Days Day after the LC date of Honor Date in an amount equal to the amount of such unreimbursed amountdrawing (if in Dollars) or the Dollar Equivalent of such unreimbursed drawing (if in an Alternative Currency), without regard to the minimum and multiples specified in Section 2.3(a)(i) 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 upon such notice from the Administrative Agent to each LC Participant, each LC Participant shall make conditions set forth in Section 4.02 (other than the delivery of a Loan to Notice). (ii) If the Borrowers not later than 3:00 p.m. (London, England time) on the date that is three (3) Business Days after the LC Honor Date, which Loan shall be in same day funds in an amount equal to such LC Participant’s Pro Rata Share of such Borrowing and otherwise in accordance with the provisions of Section 2.3(a). The proceeds of each such Loan shall be paid from each LC Participant to the Administrative Agent who, in turn, will disburse such proceeds to the LC Issuer Borrower fails to reimburse the LC Issuer Lender for such LC Participant’s Pro Rata Share any drawing under any Letter of the amount necessary to reimburse the LC Issuer in full. If such reimbursement is not made Credit when due (whether by any LC Participant to the LC Issuer by 3:00 p.m. (London, England time) on the third Business Day after the LC Honor Datemeans of a borrowing or otherwise), such LC Participant unreimbursed amount shall pay be (A) immediately and automatically, without notice, be converted into the Dollar Equivalent of such unreimbursed amount if denominated in an Alternative Currency due and (B) payable on demand (together with interest) and shall bear interest on its Pro Rata Share thereof to the LC Issuer at a rate per annum equal to the interest that would have then accrued if the payment so made by the LC Issuer pursuant to such draw request was instead a Loan from the LC Issuer to such LC Participant pursuant to the terms hereof. The Borrowers hereby unconditionally and irrevocably authorize, empower, and direct the Administrative Agent and the LC Participants to record and otherwise treat such reimbursements by the LC Participants to the LC Issuer initially as Loans with a three (3) month Interest Period under a Borrowing requested by the Borrowers to reimburse the LC Issuer which have been transferred to the LC Participants at the Borrowers’ requestDefault Rate.

Drawings and Reimbursements. (a) Upon receipt from the beneficiary of any Letter of Credit of any draw request notice of a drawing under such Letter of Credit, the LC Issuer Issuing Bank shall notify the Borrowers Company and the Administrative Agent thereof. Not later than 11:00 10:00 a.m. (London, England Chicago time) on the date of any payment by the LC Issuer Issuing Bank under a Letter of Credit (each such date, an “LC Honor Date”), the Borrowers Company shall reimburse the LC Issuer Issuing Bank through the Agent in an amount equal to that paid by the LC Issuer to the beneficiary pursuant to amount of such draw requestdrawing. If the LC Issuer makes a payment pursuant Company fails to such draw request and the Borrowers fail to so reimburse the LC Issuer in respect thereof Issuing Bank by 11:00 a.m. (London, England such time) on the LC Honor Date, the LC Issuer shall give the Administrative Agent notice of the Borrowers’ failure and the Administrative Agent shall promptly notify each LC Participant Lender of the Honor Date, the amount necessary to reimburse of the LC Issuer in full for unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such payment and each LC ParticipantLender’s Pro Rata Share thereof. In such event, the Borrowers Company shall be deemed to have requested a Borrowing of Base Rate Loans to be disbursed three (3) Business Days after on the LC Honor Date in an amount equal to the unreimbursed amountUnreimbursed Amount, without regard to the minimum and multiples specified in Section 2.3(a)(i) 2.03 for the principal amount of Base Rate Loans, and upon such notice from the Administrative Agent to each LC Participant, each LC Participant shall make a Loan but subject to the Borrowers amount of the unutilized portion of the Commitments and the conditions set forth in Section 5.02. 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 later than 3:00 p.m. affect the conclusiveness or binding effect of such notice. (London, England timeb) on Each Lender shall upon any notice pursuant to Section 3.03(a) make funds available (and the date that is three (3Agent may apply Cash Collateral provided for this purpose) Business Days after for the LC Honor Date, which Loan shall be in same day funds account of the Issuing Bank at the Agent’s Payment Office in an amount equal to its Pro Rata Share of the Unreimbursed Amount not later than 12:00 noon (Chicago time) on the Business Day specified in such LC Participantnotice by the Agent, whereupon, subject to the provisions of Section 3.03(c), each Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Company in such amount. The Agent shall remit the funds so received to the Issuing Bank. (c) With respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing of Base Rate Loans because the conditions set forth in Section 5.02 cannot be satisfied or for any other reason or Cash Collateralized, the Company shall be deemed to have incurred from the Issuing Bank an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced or Cash Collateralized, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Lender’s payment to the Agent for the account of the Issuing Bank pursuant to Section 3.03(b) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Article III. (d) Until each Lender funds its Loan or L/C Advance pursuant to this Section 3.03 to reimburse the Issuing Bank for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of such Borrowing and otherwise in accordance with the provisions of Section 2.3(a). The proceeds of each such Loan amount shall be paid from each LC Participant solely for the account of the Issuing Bank. (e) Each Lender’s obligation to the Administrative Agent who, in turn, will disburse such proceeds to the LC Issuer make Loans or L/C Advances to reimburse the LC Issuer Issuing Bank for amounts drawn under Letters of Credit, as contemplated by this Section 3.03, shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such LC Participant’s Pro Rata Share Lender may have against the Issuing Bank, the Company or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default or an Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the amount necessary foregoing; provided, however, that each Lender’s obligation to make Loans pursuant to this Section 3.03 is subject to the conditions set forth in Section 5.02. No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Company to reimburse the LC Issuer in full. If such reimbursement is not Issuing Bank for the amount of any payment made by the Issuing Bank under any LC Participant Letter of Credit, together with interest as provided herein. (f) If any Lender fails to make available to the LC Issuer Agent for the account of the Issuing Bank any amount required to be paid by 3:00 p.m. such Lender pursuant to the foregoing provisions of this Section 3.03 by the time specified in Section 3.03(b), then, without limiting the other provisions of this Agreement, the Issuing Bank shall be entitled to recover from such Lender (Londonacting through the Agent), England time) on the third Business Day after the LC Honor Datedemand, such LC Participant shall pay amount with interest on its Pro Rata Share thereof thereon for the period from the date such payment is required to the LC Issuer date on which such payment is immediately available to the Issuing Bank at a rate per annum equal to the interest that would have then accrued if greater of the payment so made Federal Funds Rate and a rate determined by the LC Issuer pursuant to such draw request was instead a Loan from the LC Issuer to such LC Participant pursuant to the terms hereof. The Borrowers hereby unconditionally and irrevocably authorizeIssuing Bank in accordance with banking industry rules on interbank compensation, empowerplus any administrative, and direct the Administrative Agent and the LC Participants to record and otherwise treat such reimbursements processing or similar fees customarily charged by the LC Participants Issuing Bank in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the Issuing Bank submitted to any Lender (through the LC Issuer initially as Loans Agent) with a three respect to any amounts owing under this clause (3f) month Interest Period under a Borrowing requested by the Borrowers to reimburse the LC Issuer which have been transferred to the LC Participants at the Borrowers’ requestshall be conclusive absent manifest error.

Drawings and Reimbursements. (a) Upon receipt from the beneficiary of any Letter of Credit of any draw request notice of a drawing under such Letter of Credit, the LC Issuer applicable Issuing Bank shall notify the Borrowers Borrower and 47438543.7 the Administrative Agent thereof. In the case of a Letter of Credit denominated in an Alternative Currency, the Borrower shall reimburse the applicable Issuing Bank in such Alternative Currency, unless the Borrower shall have notified such Issuing Bank promptly following receipt of the notice of drawing that the Borrower will reimburse such Issuing Bank 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 applicable Issuing Bank shall notify the Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Not later than 11:00 a.m. (LondonNew York time) (or in the event the Borrower has not been notified of such drawing prior to such time, England timewithin two hours of receipt of such notice) on the date of any payment by the LC Issuer applicable Issuing Bank under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by such Issuing Bank to be reimbursed in an Alternative Currency (each such date, an “LC Honor Date”), the Borrowers Borrower shall reimburse such Issuing Bank through the LC Issuer Administrative Agent in an amount equal to that paid by the LC Issuer to amount of such drawing and in the beneficiary pursuant to such draw requestapplicable currency. If the LC Issuer makes a payment pursuant Borrower fails to so reimburse such draw request and the Borrowers fail to reimburse the LC Issuer in respect thereof Issuing Bank by 11:00 a.m. (Londonsuch time, England time) on the LC Honor Date, the LC Issuer shall give the Administrative Agent notice of the Borrowers’ failure and the Administrative Agent shall promptly notify each LC Participant Lender of the Honor Date and the amount necessary to reimburse of the LC Issuer unreimbursed drawing (expressed in full for 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”), and the amount of such payment and each LC ParticipantLender’s Pro Rata Share Commitment Percentage thereof. In such event, the Borrowers Borrower shall be deemed to have requested a Borrowing of Loans Base Rate Loan to be disbursed three (3) Business Days after on the LC Honor Date in an amount equal to the unreimbursed amountUnreimbursed Amount, without regard to the minimum and multiples specified in Section 2.3(a)(i) §2.2 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Total Commitment and upon such the conditions set forth in §10 (other than the delivery of a Loan Request). Any notice from given by the applicable Issuing Bank or the Administrative Agent pursuant to each LC Participantthis §3.3(a) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (b) Each Lender shall upon any notice pursuant to §3.3 (a) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the applicable Issuing Bank, each LC Participant shall make a Loan in Dollars, at the Administrative Agent’s Head Office for Dollar-denominated payments, an amount equal to its Commitment Percentage times the Borrowers Unreimbursed Amount not later than 3:00 1:00 p.m. (London, England New York time) on the date that is three (3) Business Days after Day specified in such notice by the LC Honor DateAdministrative Agent, which Loan shall be in same day funds in an amount equal whereupon, subject to such LC Participant’s Pro Rata Share of such Borrowing and otherwise in accordance with the provisions of Section 2.3(a§3.3(c), each Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The proceeds of each Administrative Agent shall remit the funds so received to the applicable Issuing Bank in Dollars. (c) With respect to any Unreimbursed Amount that is not fully refinanced by a Base Rate Loan on the Honor Date because the conditions set forth in §10 cannot be satisfied or for any other reason, such Loan amount shall be paid from an Unpaid Reimbursement Obligation, which Unpaid Reimbursement Obligation shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each LC Participant Lender’s payment to the Administrative Agent who, in turn, will disburse such proceeds to for the LC Issuer to reimburse the LC Issuer for such LC Participant’s Pro Rata Share account of the amount necessary to reimburse the LC Issuer in full. If such reimbursement is not made by any LC Participant to the LC Issuer by 3:00 p.m. (London, England time) on the third Business Day after the LC Honor Date, such LC Participant shall pay interest on its Pro Rata Share thereof to the LC Issuer at a rate per annum equal to the interest that would have then accrued if the payment so made by the LC Issuer applicable Issuing Bank pursuant to such draw request was instead a Loan from the LC Issuer to such LC Participant pursuant to the terms hereof. The Borrowers hereby unconditionally and irrevocably authorize, empower, and direct the Administrative Agent and the LC Participants to record and otherwise treat such reimbursements by the LC Participants to the LC Issuer initially as Loans with a three (3§3.3(b) month Interest Period shall be deemed payment in respect of its reimbursement obligation in satisfaction of its participation obligation under a Borrowing requested by the Borrowers to reimburse the LC Issuer which have been transferred to the LC Participants at the Borrowers’ requestthis §3.3.