Common use of Drawings and Reimbursements Clause in Contracts

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the applicable Issuing Bank shall notify Borrower and Administrative Agent. Not later than 1:00 p.m. (New York City time) on the date of any payment by the applicable Issuing Bank under a Letter of Credit in accordance with normal banking procedures in the place of payment (each such date, an “Honor Date”), Borrower shall reimburse such Issuing Bank in an amount equal to the amount of such drawing. If Borrower fails to so reimburse such Issuing Bank by such time, such Issuing Bank shall notify the Administrative Agent of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”) and the Commitment under which such Unreimbursed Amount applies. In such event, Borrower shall be deemed to have requested a DSR Loan (in the case of a DSR Letter of Credit) or a Revolving Loan (in the case of a WC Letter of Credit) from such Issuing Bank, in either case, that is a Base Rate Loan to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.2 (Revolving Loans) for the principal amount of Base Rate Loans or the conditions set forth in Section 3 (Conditions Precedent). Any notice given by an Issuing Bank or Administrative Agent pursuant to this Section 2.3(c)(i) may be given by telephone if immediately confirmed in writing; provided that the 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 2.3(c)(i), the applicable Issuing Bank shall be deemed to have made a DSR Loan (in the case of a DSR Letter of Credit) or a Revolving Loan (in the case of a WC Letter of Credit), in either case, that is a Base Rate Loan to Borrower in such Unreimbursed Amount. For the avoidance of doubt, such deemed loans shall not be deemed to be made pro rata across all DSR Issuing Banks or all WC Issuing Banks, as applicable, but shall be deemed made by the Issuing Bank issuing the Letter of Credit under which such draw was made. (iii) [Reserved]. (iv) Each applicable Issuing Bank’s obligation to make DSR Loans (in the case of a DSR Letter of Credit) or Revolving Loans (in the case of a WC Letter of Credit), in either case, as contemplated by this Section 2.3(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Issuing Bank may have against Borrower, any Subsidiary Guarantor 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 2.3(e) (Obligations Absolute). No such making of a DSR Loan (in the case of a DSR Letter of Credit) or a Revolving Loan (in the case of a WC Letter of Credit), in either case, shall relieve or otherwise impair the obligation of Borrower to reimburse the 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.

Drawings and Reimbursements. (i) Upon receipt review of any notice of drawing from the beneficiary of any Letter of Credit of any notice of a drawing under such Several Letter of Credit, and reasonable determination that documents presented comply with letter of credit terms and conditions, the applicable Issuing Bank Several L/C Agent shall notify Borrower and the Administrative Agent, and the Administrative Agent shall notify the Company and the Lenders, thereof, which notices shall be given promptly and in any event at least one Business Day, or for Several Letters of Credit denominated in Japanese Yen at least two Business Days, before the date (the “Honor Date”) on which the Several L/C Agent anticipates that payment of such drawing will be made. Not later than 1:00 p.m. (10:00 a.m., New York City time) , on the date of any payment Honor Date and without further notice or demand by the Several L/C Agent or the Administrative Agent, (A) each Lender (including each Limited Fronting Lender, but excluding each Participating L/C Issuer) shall make funds available to the Administrative Agent at the Administrative Agent’s Office in an amount equal to its Applicable Percentage (and, in the case of each Limited Fronting Lender, the Applicable Percentage (or the portion thereof for which it has agreed to be a Limited Fronting Lender) of each applicable Issuing Bank Participating L/C Issuer) of the drawing under a such Several Letter of Credit in accordance with normal banking procedures (and the Administrative Agent shall make such funds available to the Several L/C Agent) and (B) in the place event that a Limited Fronting Lender pays the Applicable Percentage of a Participating L/C Issuer, such Participating L/C Issuer shall pay such 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 (each under such dateSeveral Letter of Credit from the Several L/C Agent or the Administrative Agent by 10:00 a.m., an “New York City time, on the Honor Date”)Date and, Borrower otherwise, not later than 2:00 p.m., New York City time, on the following Business Day, the Company shall reimburse such Issuing Bank in pay to the Lenders through the Administrative Agent an amount equal to the amount of such drawing. If Borrower fails to so reimburse such Issuing Bank by such time, such Issuing Bank shall notify the Administrative Agent of the Honor Date, the amount of the unreimbursed drawing (such amount, the “Unreimbursed Amount”) and in the Commitment under which such Unreimbursed Amount applies. In such eventapplicable Currency without further demand; provided that, Borrower shall be deemed to have requested a DSR Loan (in the case of a DSR Letter of Credit) or a Revolving Loan (any such reimbursement in Dollars, at any time during the case of a WC Letter of Credit) from Availability Period, the Company may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such Issuing Bank, in either case, that is payment be financed with a Base Rate Loan to be disbursed on the Honor Date Borrowing in an equivalent amount equal and, to the Unreimbursed Amountextent so financed, without regard the Company’s obligation to make such payment shall be discharged and replaced by the minimum and multiples specified in Section 2.2 (Revolving Loans) for the principal amount of resulting Base Rate Loans or the conditions set forth in Section 3 (Conditions Precedent)Borrowing. Any notice given by an Issuing Bank the Several L/C Agent or the Administrative Agent pursuant to this Section 2.3(c)(i2.20(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 Alternative Currency, the Company shall reimburse the applicable Lenders in such Alternative 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 Alternative Currency, the applicable Lender shall notify the Company of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. (ii) Upon providing any notice Notwithstanding the date on which an Unreimbursed Amount is payable by the Company pursuant to Section 2.3(c)(i2.20(c)(i), if an Unreimbursed Amount is not paid by the Company by 2:00 p.m., New York City time, on the applicable Issuing Bank Honor Date, each Unreimbursed Amount shall be deemed bear interest from the applicable Honor Date to have made a DSR Loan (in the case of a DSR Letter of Credit) or a Revolving Loan (in the case of a WC Letter of Credit), in either case, date that is a Base Rate Loan to Borrower in such Unreimbursed Amount. For the avoidance of doubt, such deemed loans shall not be deemed to be made pro rata across all DSR Issuing Banks or all WC Issuing Banks, as applicable, but shall be deemed made Amount is paid by the Issuing Bank issuing Company at a rate per annum equal to the Letter of Credit under which such draw was madeDefault Rate. (iii) [Reserved]Until a Lender funds its obligation pursuant to this Section 2.20(c), interest in respect of such Lender’s Applicable Percentage of any Unreimbursed Amount shall be solely for the account of the Several L/C Agent (if the Several L/C Agent has funded on behalf of such Lender, as provided in Section 2.20(c)(v)), as applicable. (iv) Each applicable Issuing BankLender’s (including for avoidance of doubt each Limited Fronting Lender’s and each Participating L/C Issuer’s) obligation to make DSR Loans (in the case of a DSR Letter of Credit) or Revolving Loans (in the case of a WC Letter of Credit), in either case, as contemplated by fund its obligations pursuant to this Section 2.3(c), 2.20(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoffset-off, counterclaim, recoupment, defense or other right which such Issuing Bank Lender may have against Borrowerthe Several L/C Agent, the Administrative Agent, the Company, any Subsidiary Guarantor 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 (EC) any other occurrence, event or condition, whether or not similar to any of the foregoing, including . (v) If any Lender fails to make available to the Administrative Agent any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.20(c) by the events time specified in Section 2.3(e) 2.20(c)(i), the Several L/C Agent (Obligations Absolute). No to the extent that the Several L/C Agent shall have funded such making amount on behalf of a DSR Loan (in such Lender, it being understood and agreed that neither the case of a DSR Several L/C Agent nor the Administrative Agent shall have any obligation or liability to fund any amount under any Several Letter of CreditCredit other than in its capacity as a Lender) or a Revolving Loan (in shall, through the case of a WC Letter of Credit)Administrative Agent, in either casebe entitled to recover from such Lender, shall relieve or otherwise impair the obligation of Borrower to reimburse the applicable Issuing Bank on demand, such amount with interest thereon for the amount period from the date such payment is required to the date on which such payment is immediately available to the Administrative Agent at a rate per annum equal to the Federal Funds Rate from time to time in effect. A certificate of the 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 payment made by Lender to fund any such Issuing Bank under drawing or participation on any Letter date required hereunder shall not relieve any other Lender of Creditits corresponding obligation to do so on such date, together and except for Limited Fronting Lenders with interest as provided hereinrespect 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. (ia) Upon receipt from Not later than 1:00 p.m., New York time, on the beneficiary day of any drawing under any Letter of Credit of any (or in the event that such drawing shall occur after 10:00 a.m. on such day, or the Borrower shall not have received notice of such drawing prior to 10:00 a.m. on such day, the immediately succeeding Business Day), the Borrower will pay to the applicable Letter of Credit Issuer an amount equal to the amount so drawn. Any amount of such a drawing that is not reimbursed when due will be automatically and without further action be converted to a Loan in the amount of such drawing, which Loan shall be due and payable on demand (together with interest) and shall bear interest at the Eurodollar Rate for an Interest Period of one month unless a timely Borrowing Request shall have been received by the Administrative Agent requesting a different rate and/or Interest Period. (b) In the event that a drawing under any Letter of Credit is not reimbursed by the Borrower by the time specified in Section 4.03(a) of this Agreement, the applicable Letter of Credit Issuer will promptly so notify the Administrative Agent, which will promptly so notify each other Lender. Each such Lender will then, on the Business Day of such notification, make available to the Administrative Agent for the account of such Letter of CreditCredit Issuer, at the applicable Issuing Bank shall notify Borrower and Administrative Agent. Not later than 1:00 p.m. (New York City time) on the date of any payment by the applicable Issuing Bank under a Letter of Credit ’s Principal Office, in accordance with normal banking procedures in the place of payment (each such dateimmediately available funds, an “Honor Date”), Borrower shall reimburse such Issuing Bank in an amount equal to the amount of such Lender’s participation in such drawing, to reimburse such Letter of Credit Issuer for the applicable portion of such drawing. If Borrower fails to so reimburse such Issuing Bank by such time, such Issuing Bank shall notify the Administrative Agent of the Honor Date, the The amount of the unreimbursed drawing (the “Unreimbursed Amount”) and the Commitment under which such Unreimbursed Amount applies. In reimbursement to such event, Borrower shall be deemed to have requested a DSR Loan (in the case of a DSR Letter of Credit) or a Revolving Loan (in the case of a WC Letter of Credit) from such Issuing Bank, in either case, that is a Base Rate Loan to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.2 (Revolving Loans) for the principal amount of Base Rate Loans or the conditions set forth in Section 3 (Conditions Precedent). Any notice given by an Issuing Bank or Administrative Agent pursuant to this Section 2.3(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation Credit Issuer shall not affect the conclusiveness or binding effect of such notice. (ii) Upon providing any notice pursuant to Section 2.3(c)(i), the applicable Issuing Bank shall be deemed to have made a DSR Loan (in the case of a DSR Letter of Credit) or a Revolving Loan (in the case of a WC Letter of Credit), in either case, that is a Base Rate Loan to Borrower in such Unreimbursed Amount. For the avoidance of doubt, such deemed loans shall not also be deemed to be made pro rata across all DSR Issuing Banks or all WC Issuing Banks, each such Lender’s share of the related Loan occurring as applicable, but shall be deemed made a result of such non-payment by the Issuing Bank issuing Borrower. In the event that any Lender fails to make available to the Administrative Agent for the account of such Letter of Credit under which Issuer the amount required pursuant to the provisions of this Section 4.03(b) of this Agreement, the applicable Letter of Credit Issuer will be entitled to recover such draw was madeamount on demand from such Lender, together with interest thereon at the Federal Funds Rate. (iiic) [Reserved]. (iv) Each applicable Issuing Bank’s obligation In the event that a Loan shall be required to be made as a result of failure to make DSR Loans (in the case of a DSR Letter of Credit) or Revolving Loans (in the case of a WC Letter of Credit), in either case, as contemplated by this Section 2.3(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Issuing Bank may have against Borrower, any Subsidiary Guarantor 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 reimbursement with the application for and issuance of a Letter of Credit, even if it should in fact prove respect 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 2.3(e) (Obligations Absolute). No such making of a DSR Loan (in the case of a DSR Letter of Credit) or a Revolving Loan (in the case of a WC Letter of Credit), in either case, shall relieve or otherwise impair the obligation of Borrower to reimburse the applicable Issuing Bank for the amount of any payment made by such Issuing Bank under any Letter of Credit, together with interest as provided hereinall conditions precedent to a Borrowing hereunder shall be required to be satisfied, including, the provisions of Section 3.05 of this Agreement.

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing or presentation of documents under such Letter of Credit, the applicable Issuing Bank L/C Issuer shall notify Agent and the Borrower and Administrative AgentAgent thereof. Not later than 1:00 p.m. (New York City time) on the date of any payment by the applicable Issuing Bank L/C Issuer under a Letter of Credit in accordance with normal banking procedures in the place of payment (each such date, an “"Honor Date”"), any Borrower shall reimburse such Issuing Bank the L/C Issuer through Agent in Dollars and in an amount equal to the amount of such drawing. If Borrower fails the Borrowers fail so to so reimburse such Issuing Bank the L/C Issuer by such time, such Issuing Bank Agent shall promptly notify the Administrative Agent each Revolving Lender of the Honor Date, the amount of the unreimbursed drawing or payment (the “"Unreimbursed Amount”) "), and the Commitment under which amount of such Unreimbursed Amount appliesRevolving Lender's Applicable Percentage thereof. In such event, the Borrower Agent shall be deemed to have requested a DSR Loan (in the case Revolving Borrowing of a DSR Letter of Credit) or a Revolving Loan (in the case of a WC Letter of Credit) from such Issuing Bank, in either case, that is a Base Rate Loan Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.2 (Revolving Loans) 2.02 for the principal amount of Base Rate Loans or Revolving Loans, but subject to the amount of the unutilized portion of the aggregate Revolving Credit Commitment of all Lenders and the conditions set forth in Section 3 5.02 (Conditions Precedentother than the delivery of a Committed Loan Notice). Any notice given by Agent is irrevocably authorized at any time to make a Revolving Loan to fund an Issuing Bank or Administrative Agent pursuant to this Section 2.3(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such noticeL/C Borrowing. (ii) Upon providing Each Revolving Lender shall upon any notice pursuant to Section 2.3(c)(i2.03(c)(i) make funds available (and Agent may apply Cash Collateral provided for this purpose) to Agent for the account of the L/C Issuer, in Dollars, for Dollar denominated payments an amount equal to its Applicable Percentage of the Unreimbursed Amount not later than 3:00 p.m. on the Business Day specified in such notice by Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), the applicable Issuing Bank each Revolving Lender that so makes funds available shall be deemed to have made a DSR Loan (in the case of a DSR Letter of Credit) or a Revolving Loan (in to the case of a WC Letter of Credit), in either case, that is a Base Rate Loan to Borrower Borrowers in such Unreimbursed Amountamount. For Agent shall remit the avoidance of doubt, such deemed loans shall not be deemed funds so received to be made pro rata across all DSR Issuing Banks or all WC Issuing Banks, as applicable, but shall be deemed made by the Issuing Bank issuing the Letter of Credit under which such draw was madeL/C Issuer in Dollars. (iii) [Reserved]With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Borrowing because the conditions set forth in Section 5.02 cannot be satisfied or for any other reason, the Borrowers shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Lender's payment to Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 2.03. (iv) Until each Revolving Lender funds its Revolving Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Revolving Lender's Applicable Percentage of such amount shall be solely for the account of the L/C Issuer. (v) Each applicable Issuing Bank’s Revolving Lender's obligation to make DSR Revolving Loans (in or L/C Advances to reimburse the case of a DSR Letter L/C Issuer for amounts drawn under Letters of Credit) or Revolving Loans (in the case of a WC Letter of Credit), in either case, as contemplated by this Section 2.3(c2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoffset-off, counterclaim, recoupment, defense or other right which such Issuing Bank Revolving Lender may have against Borrowerthe L/C Issuer, any Subsidiary Guarantor Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default 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 2.3(e) (Obligations Absolute). No such making of a DSR Loan (in the case of a DSR Letter of Credit) or a Revolving Loan (in the case of a WC Letter of Credit), in either case, an L/C Advance shall relieve or otherwise impair the obligation of Borrower the Borrowers to reimburse the applicable Issuing Bank L/C Issuer for the amount of any payment made by such Issuing Bank the L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Revolving Lender fails to make available to Agent for the account of the L/C Issuer any amount required to be paid by such Revolving Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, the L/C Issuer shall be entitled to recover from such Revolving Lender (acting through Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the overnight rate (determined by Agent in accordance with banking industry rules on interbank compensation) from time to time in effect, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. A certificate of the L/C Issuer submitted to any Revolving Lender (through Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Several Letter of Credit of any notice of a drawing under such Several Letter of Credit, the applicable Issuing Bank Several L/C Agent shall notify Borrower and the Administrative Agent, and the Administrative Agent shall notify the Company and the Lenders, thereof, which notices shall be given promptly and in any event at least one Business Day before the date (the “Honor Date”) on which the applicable Several L/C Agent anticipates that payment of such drawing will be made. Not later than 1:00 p.m. (10:00 a.m., 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 (including each Limited Fronting Lender, but excluding each Participating L/C issuer) shall make funds available to the Administrative Agent at the Administrative Agent’s Office in an amount equal to its Applicable Percentage (and, in the case of any payment by each Limited Fronting Lender, the Applicable Percentage (or the portion thereof for which it has agreed to be a Limited Fronting Lender) of each applicable Issuing Bank Participating L/C Issuer) of the drawing under a such Several Letter of Credit in accordance with normal banking procedures (and the Administrative Agent shall make such funds available to the applicable Several L/C Agent) and (B) in the place event that a Limited Fronting Lender pays the Applicable Percentage of a Participating L/C Issuer, such Participating L/C Issuer shall pay such 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 (each under such dateSeveral Letter of Credit from such Several L/C Agent or the Administrative Agent by 10:00 a.m., an “New York City time, on the Honor Date”)Date and, Borrower otherwise, not later than 2:00 p.m., New York City time, on the following Business Day the Company shall reimburse such Issuing Bank in pay to the Lenders through the Administrative Agent an amount equal to the amount of such drawing. If Borrower fails to so reimburse such Issuing Bank by such time, such Issuing Bank shall notify the Administrative Agent of the Honor Date, the amount of the unreimbursed drawing (such amount, the “Unreimbursed Amount”) and the Commitment under which such Unreimbursed Amount applies. In such event, Borrower shall be deemed to have requested a DSR Loan (in the case of a DSR Letter of Credit) or a Revolving Loan (in the case of a WC Letter of Credit) from such Issuing Bank, in either case, that is a Base Rate Loan to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.2 (Revolving Loans) for the principal amount of Base Rate Loans or the conditions set forth in Section 3 (Conditions Precedent)further demand. Any notice given by an Issuing Bank such Several L/C Agent or the Administrative Agent pursuant to this Section 2.3(c)(i2.01(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) Upon providing any notice Notwithstanding the date on which an Unreimbursed Amount is payable by the Company pursuant to Section 2.3(c)(i2.01(c)(i), if an Unreimbursed Amount is not paid by the Company by 2:00 p.m., New York City time, on the applicable Issuing Bank Honor Date, each Unreimbursed Amount shall be deemed bear interest from the applicable Honor Date to have made a DSR Loan (in the case of a DSR Letter of Credit) or a Revolving Loan (in the case of a WC Letter of Credit), in either case, date that is a Base Rate Loan to Borrower in such Unreimbursed Amount. For the avoidance of doubt, such deemed loans shall not be deemed to be made pro rata across all DSR Issuing Banks or all WC Issuing Banks, as applicable, but shall be deemed made Amount is paid by the Issuing Bank issuing Company at a rate per annum equal to the Letter of Credit under which such draw was madeDefault Rate. (iii) [Reserved]Until a Lender funds its obligation pursuant to this Section 2.01(c), interest in respect of such Lender’s 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 Lender, as provided in Section 2.01(c)(v)), as applicable. (iv) Each applicable Issuing BankLender’s (including for avoidance of doubt each Limited Fronting Lender’s and each Participating L/C Issuer’s) obligation to make DSR Loans (in the case of a DSR Letter of Credit) or Revolving Loans (in the case of a WC Letter of Credit), in either case, as contemplated by fund its obligations pursuant to this Section 2.3(c2.01(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoffset-off, counterclaim, recoupment, defense or other right which such Issuing Bank Lender may have against Borrowerthe applicable Several L/C Agent, the Administrative Agent, the Company, any Subsidiary Guarantor 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 (EC) any other occurrence, event or condition, whether or not similar to any of the foregoing, including . (v) If any Lender fails to make available to the Administrative Agent any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.01(c) by the events time specified in Section 2.3(e) 2.01(c)(i), the applicable Several L/C Agent (Obligations Absolute). No to the extent that such making Several L/C Agent shall have funded such amount on behalf of a DSR Loan (in such Lender, it being understood and agreed that neither such Several L/C Agent nor the case of a DSR Administrative Agent shall have any obligation or liability to fund any amount under any Several Letter of CreditCredit other than in its capacity as a Lender) or shall, through the Administrative Agent, be entitled to recover from such Lender, on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Administrative Agent at a Revolving Loan (rate per annum equal to the Federal Funds Effective Rate from time to time in the case effect. A certificate of a WC Letter of Credit), in either case, shall relieve or otherwise impair the obligation of Borrower to reimburse the applicable Issuing Bank 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 to fund any such drawing or participation on any date required hereunder shall not relieve any other 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 Lender shall be responsible for the amount failure of any payment made by such Issuing Bank under any Letter of Credit, together with interest as provided hereinother Lender to honor a drawing or purchase its participation.

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the applicable Issuing Bank L/C Issuer shall notify Borrower and Administrative Agentthereof. Not later than 1:00 p.m. (New York City 11:00 a.m., Atlanta time) , on the date of any payment by the applicable Issuing Bank L/C Issuer under a Letter of Credit in accordance with normal banking procedures in the place of payment (each such date, an “Honor Date”), Borrower shall reimburse such Issuing Bank L/C Issuer in an amount equal to the amount of such drawing. If Borrower fails to so reimburse such Issuing Bank L/C Issuer by such time, such Issuing Bank shall notify the Administrative Agent shall promptly notify each Lender of the Honor Date, the Unreimbursed Amount and the amount of the unreimbursed drawing (the “Unreimbursed Amount”) such Lender’s Applicable Percentage thereof and the Commitment under which such Unreimbursed Amount applies. In such event, Borrower shall be deemed to have requested a DSR Loan (in the case Borrowing of a DSR Letter of Credit) or a Revolving Loan (in the case of a WC Letter of Credit) from such Issuing Bank, in either case, that is a Base Rate Loan Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.2 (Revolving Loans) 2.4 for the principal amount of Base Rate Loans or Loans, but subject to the amount of the unutilized portion of the Revolving Commitment and the conditions set forth in Section 3 4.2 (Conditions Precedentother than the delivery of a Loan Notice). Any notice given by an Issuing Bank or Administrative Agent L/C Issuer pursuant to this Section 2.3(c)(i) may be given by telephone if immediately confirmed in writing; provided provided, however, that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Upon providing Each Lender shall upon any notice pursuant to Section 2.3(c)(i) make funds available to Administrative Agent for the account of the L/C Issuer at the Administrative Agent’s Office in an amount equal to its Applicable Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by Administrative Agent, whereupon, subject to the provisions of Section 2.3(c)(iii), the applicable Issuing Bank each Lender that so makes funds available shall be deemed to have made a DSR Loan (in the case of a DSR Letter of Credit) or a Revolving Loan (in the case of a WC Letter of Credit), in either case, that is a Base Rate Loan to Borrower in such Unreimbursed Amountamount. For Administrative Agent shall remit the avoidance of doubt, such deemed loans shall not be deemed funds so received to be made pro rata across all DSR Issuing Banks or all WC Issuing Banks, as applicable, but shall be deemed made by the Issuing Bank issuing the Letter of Credit under which such draw was madeL/C Issuer. (iii) [Reserved]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 4.2 cannot be satisfied or for any other reason, Borrower shall be deemed to have incurred from 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. (iv) Until each Lender funds its Loan or L/C Advance pursuant to this Section 2.3(c) to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Percentage of such amount shall be solely for the account of the L/C Issuer. (v) Each applicable Issuing BankLender’s obligation to make DSR Loans (in or L/C Advances to reimburse the case of a DSR Letter L/C Issuer for amounts drawn under Letters of Credit) or Revolving Loans (in the case of a WC Letter of Credit), in either case, as contemplated by this Section 2.3(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Issuing Bank Lender may have against Borrowerthe L/C Issuer, any Subsidiary Guarantor Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default 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; provided, including any of however, that each Lender’s obligation to make Loans pursuant to this Section 2.3(c) is subject to the events specified conditions set forth in Section 2.3(e) 4.2 (Obligations Absoluteother than delivery by Borrower of a Loan Notice). No such making of a DSR Loan (in the case of a DSR Letter of Credit) or a Revolving Loan (in the case of a WC Letter of Credit), in either case, an L/C Advance shall relieve or otherwise impair the obligation of Borrower to reimburse the applicable Issuing Bank L/C Issuer for the amount of any payment made by such Issuing Bank the L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Lender fails to make available to Administrative Agent for the account of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.3(c) by the time specified in Section 2.3(c)(ii), the L/C Issuer shall be entitled to recover from such Lender (acting through Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer submitted to any Lender (through Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.

Drawings and Reimbursements. (ia) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the applicable relevant Issuing Bank that issued such Letter of Credit shall notify promptly the Borrower and the Administrative AgentAgent thereof. Not later than 1:00 p.m. 5:00 P.M. (New York City time) on the Business Day following the date of any payment by the applicable any Issuing Bank under a Letter of Credit in accordance with normal banking procedures in Credit, the place of payment (each such date, an “Honor Date”), Borrower shall reimburse such Issuing Bank in an amount equal to the amount of such drawing. If . (b) In the event that the Borrower fails shall fail for any reason to so reimburse such the Issuing Bank by such timeas provided in clause (a) above, such Issuing Bank shall promptly notify the Administrative Agent of the Honor Date, the unreimbursed amount of such Drawing Payment with respect to a Letter of Credit and of such Revolving Xxxxxx’s respective participation therein. Each Revolving Lender hereby absolutely and unconditionally agrees to pay to the unreimbursed drawing 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 being an “L/C Reimbursement”). Each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. (c) If and to the “Unreimbursed Amount”extent that such Revolving Lender shall fail to pay such L/C Reimbursement to the Administrative Agent at the time required by clause (b) above, such Issuing Bank shall be entitled to recover such amount on demand from such Revolving Lender, together with interest thereon, for each day from the date such L/C Reimbursement is due until the date such amount is paid to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Sections 4.05(d) and (h) shall apply, mutatis mutandis, to the Commitment payment obligations of the Lenders hereunder (including the obligation to pay interest to the Issuing Bank in respect of late payments by such Lender), and the Administrative Agent shall promptly pay to such Issuing Bank the amounts so received by it from the applicable 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 return to the Administrative Agent for distribution to each applicable Lender which has paid all amounts payable by it under which this Section 3.04 such Unreimbursed Amount applies. Xxxxxx’s Pro Rata Share of all payments subsequently received by the Issuing Bank from Borrower in reimbursement of such applicable Drawing Payment when such payments are received. (e) In the event that the Borrower fails to reimburse the relevant Issuing Bank in accordance with clause (a) above, such event, Borrower Drawing Payment shall be deemed to have requested be financed on the date on which such Drawing Payment is made with a DSR Loan Revolving Borrowing (in the case of a DSR Letter of Credit) or a Revolving Loan (in the case of a WC Letter of Credit) from such Issuing Bank, in either case, that is a Base Rate Loan to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.2 (Revolving Loans) for the principal amount of Base Rate Loans or the conditions set forth in Section 3 (Conditions Precedent). Any notice given by an Issuing Bank or Administrative Agent pursuant to this Section 2.3(c)(i) may be given by telephone if immediately confirmed in writing; provided that the 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 2.3(c)(i), the applicable Issuing Bank shall be deemed to have made a DSR Loan (in the case of a DSR Letter of Credit) or a Revolving Loan (in the case of a WC Letter of Credit), in either case, that is a Base Rate Loan to Borrower in such Unreimbursed Amount. For the avoidance of doubt, such deemed loans shall not be deemed to be made pro rata across all DSR Issuing Banks or all WC Issuing Banks, as applicable, but shall be deemed made by the Issuing Bank issuing the Letter of Credit under which such draw was made. (iii) [Reserved]. (iv) Each applicable Issuing Bank’s obligation to make DSR Loans (in the case of a DSR Letter of Credit) or Revolving Loans (in the case of a WC Letter of Credit), in either case, as contemplated by this Section 2.3(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Issuing Bank may have against Borrower, any Subsidiary Guarantor 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 2.3(eportion thereof) (Obligations Absolute). No any such making of a DSR Loan (in the case of a DSR Letter of Credit) or a Revolving Loan (in the case of a WC Letter of Credit), in either case, shall relieve or otherwise impair the obligation of Borrower Borrowing to reimburse the applicable Issuing Bank for the amount of any payment made by such Issuing Bank drawings under any Letter of Credit, together with an “L/C Advance”) that shall be made as a Base Rate Advance, bearing interest as provided hereinat the Base Rate plus the Applicable Margin then applicable for Base Rate Advances and the Borrower’s obligation to reimburse such drawing shall be discharged and replaced by the resulting L/C Advance.

Drawings and Reimbursements. (ia) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the applicable Issuing Bank shall notify the Borrower and Administrative Agentthe Agent thereof. Not later than 1:00 p.m. 11:00 a.m. (New York City time) on the date of any payment by the applicable Issuing Bank under a Letter of Credit in accordance with normal banking procedures in the place of payment (each such date, an “Honor Date”), the Borrower shall reimburse such the Issuing Bank through the Agent in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse such the Issuing Bank by such time, such Issuing Bank the Agent shall promptly notify the Administrative Agent each Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”) ), and the Commitment under which amount of such Unreimbursed Amount appliesLender’s Pro Rata Share thereof. In such event, the Borrower shall be deemed to have requested a DSR Loan (in the case Borrowing of a DSR Letter of Credit) or a Revolving Loan (in the case of a WC Letter of Credit) from such Issuing Bank, in either case, that is a Base Rate Loan Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.2 (Revolving Loans) 2.03 for the principal amount of Base Rate Loans or Loans, but subject to the amount of the unutilized portion of the Commitments and the conditions set forth in Section 3 5.02 (Conditions Precedentother than the delivery of a Notice of Borrowing). Any notice given by an the Issuing Bank or Administrative the Agent pursuant to this Section 2.3(c)(i3.03(a) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (iib) Upon providing Each Lender shall upon any notice pursuant to Section 2.3(c)(i3.03(a) make funds available (and the Agent may apply Cash Collateral provided for this purpose) for the account of the Issuing Bank at the Agent’s Payment Office in an amount equal to its Pro Rata Share of the Unreimbursed Amount not later than 1:00 p.m. (New York time) on the Business Day specified in such notice by the Agent, whereupon, subject to the provisions of Section 3.03(c), the applicable Issuing Bank each Lender that so makes funds available shall be deemed to have made a DSR Loan (in the case of a DSR Letter of Credit) or a Revolving Loan (in the case of a WC Letter of Credit), in either case, that is a Base Rate Loan to the Borrower in such amount. The Agent shall remit the funds so received to the Issuing Bank. (c) With respect to any Unreimbursed Amount. For Amount that is not fully refinanced by a Borrowing of Base Rate Loans because the avoidance of doubtconditions set forth in Section 5.02 cannot be satisfied or for any other reason or Cash Collateralized, such deemed loans the Borrower shall not 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 made pro rata across all DSR 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 Banks or all WC Issuing Banks, as applicable, but Bank pursuant to Section 3.03(b) shall be deemed made by 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 issuing the for any amount drawn under any Letter of Credit under which Credit, interest in respect of such draw was madeLender’s Pro Rata Share of such amount shall be solely for the account of the Issuing Bank. (iii) [Reserved]. (ive) Each applicable Issuing BankLender’s obligation to make DSR Loans (in or L/C Advances to reimburse the case of a DSR Letter Issuing Bank for amounts drawn under Letters of Credit) or Revolving Loans (in the case of a WC Letter of Credit), in either case, as contemplated by this Section 2.3(c)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 Issuing Bank Lender may have against Borrowerthe Issuing Bank, any Subsidiary Guarantor the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default or an Event of Default; , or (C) 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; provided, including any of however, that each Lender’s obligation to make Loans pursuant to this Section 3.03 is subject to the events specified conditions set forth in Section 2.3(e) 5.02 (Obligations Absoluteother than the delivery of a Notice of Borrowing). No such making of a DSR Loan (in the case of a DSR Letter of Credit) or a Revolving Loan (in the case of a WC Letter of Credit), in either case, an L/C Advance 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 the Issuing Bank under any Letter of Credit, together with interest as provided herein. (f) If any Lender fails to make available to the Agent for the account of the Issuing Bank any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 3.03 by the time specified in Section 3.03(b), then, without limiting the other provisions of this Agreement, the Issuing Bank shall be entitled to recover from such Lender (acting through the Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Issuing Bank at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Issuing Bank in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Issuing Bank in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the Issuing Bank submitted to any Lender (through the Agent) with respect to any amounts owing under this clause (f) shall be conclusive absent manifest error.

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the applicable Issuing Bank L/C Issuer shall notify the Borrower and the Administrative AgentAgent thereof. Not later than 1:00 2:00 p.m. (New York City timex) on the date of any payment by the applicable Issuing Bank L/C Issuer under a Letter of Credit in accordance with normal banking procedures in Credit, if the place Borrower received notice of payment such drawing prior to 11:00 a.m., on such date, or (y) otherwise on the Business Day immediately following receipt by the Borrower of such notice (each such date, an “Honor Date”), the Borrower shall reimburse such Issuing Bank the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse such Issuing Bank the L/C Issuer by such time, such Issuing Bank shall notify the Administrative Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”) ), and the Commitment under which amount of such Unreimbursed Amount appliesLender’s Applicable Percentage thereof. In such event, the Borrower shall be deemed to have requested a DSR Loan (in the case Revolving Borrowing of a DSR Letter of Credit) or a Revolving Loan (in the case of a WC Letter of Credit) from such Issuing Bank, in either case, that is a Base Rate Loan Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.2 (Revolving Loans) 2.02 for the principal amount of Base Rate Loans or Loans, but subject to the amount of the unutilized portion of the Revolving Facility and the conditions set forth in Section 3 4.02 (Conditions Precedentother than the delivery of a Loan Notice). Any notice given by an Issuing Bank the L/C Issuer or the Administrative Agent pursuant to this Section 2.3(c)(i2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that provided, that, the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Upon providing Each Lender shall upon any notice pursuant to Section 2.3(c)(i2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the L/C Issuer at the Administrative Agent’s Office in an amount equal to its Applicable Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), the applicable Issuing Bank each Lender that so makes funds available shall be deemed to have made a DSR Loan (in the case of a DSR Letter of Credit) or a Revolving Loan (in the case of a WC Letter of Credit), in either case, that is a Base Rate Loan to the Borrower in such Unreimbursed Amountamount. For The Administrative Agent shall remit the avoidance of doubt, such deemed loans shall not be deemed funds so received to be made pro rata across all DSR Issuing Banks or all WC Issuing Banks, as applicable, but shall be deemed made by the Issuing Bank issuing the Letter of Credit under which such draw was madeL/C Issuer. (iii) [Reserved]With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03(c). (iv) Until each Lender funds its Revolving Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Percentage of such amount shall be solely for the account of the L/C Issuer. (v) Each applicable Issuing BankLender’s obligation to make DSR Revolving Loans (in or L/C Advances to reimburse the case of a DSR Letter L/C Issuer for amounts drawn under Letters of Credit) or Revolving Loans (in the case of a WC Letter of Credit), in either case, as contemplated by this Section 2.3(c2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Issuing Bank Lender may have against the L/C Issuer, the Borrower, any Subsidiary Guarantor or any other Person for any reason whatsoever; , (B) the occurrence or continuance of a Default 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; provided, including any of that, each Lender’s obligation to make Revolving Loans pursuant to this Section 2.03(c) is subject to the events specified conditions set forth in Section 2.3(e) 4.02 (Obligations Absoluteother than delivery by the Borrower of a Loan Notice). No such making of a DSR Loan (in the case of a DSR Letter of Credit) or a Revolving Loan (in the case of a WC Letter of Credit), in either case, an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the applicable Issuing Bank L/C Issuer for the amount of any payment made by such Issuing Bank the L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, the L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Loan included in the relevant Revolving Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent manifest error.

Drawings and Reimbursements. (ia) Upon receipt from Not later than 1:00 p.m., New York time, on the beneficiary day of any drawing under any Letter of Credit of any (or in the event that such drawing shall occur after 10:00 a.m. on such day, or the Borrower shall not have received notice of such drawing prior to 10:00 a.m. on such day, the immediately succeeding Business Day), the Borrower will pay to the applicable Letter of Credit Issuer an amount equal to the amount so drawn. Any amount of such a drawing that is not reimbursed when due will be automatically and without further action be converted to a Loan in the amount of such drawing, which Loan shall be due and payable on demand (together with interest) and shall bear interest at the Eurodollar Rate for an Interest Period of one month unless a timely Borrowing Request shall have been received by the Administrative Agent requesting a different rate and/or Interest Period. (b) In the event that a drawing under any Letter of Credit is not reimbursed by the Borrower by the time specified in Section 4.03(a) of this Agreement, the applicable Letter of Credit Issuer will promptly so notify the Administrative Agent, which will promptly so notify each other Lender. Each such Lender will then, on the Business Day of such notification, make available to the Administrative Agent for the account of such Letter of CreditCredit Issuer, at the applicable Issuing Bank shall notify Borrower and Administrative Agent. Not later than 1:00 p.m. (New York City time) on the date of any payment by the applicable Issuing Bank under a Letter of Credit 's Principal Office, in accordance with normal banking procedures in the place of payment (each such dateimmediately available funds, an “Honor Date”), Borrower shall reimburse such Issuing Bank in an amount equal to the amount of such Lender's participation in such drawing, to reimburse such Letter of Credit Issuer for the applicable portion of such drawing. If Borrower fails to so reimburse such Issuing Bank by such time, such Issuing Bank shall notify the Administrative Agent of the Honor Date, the The amount of the unreimbursed drawing (the “Unreimbursed Amount”) and the Commitment under which such Unreimbursed Amount applies. In reimbursement to such event, Borrower shall be deemed to have requested a DSR Loan (in the case of a DSR Letter of Credit) or a Revolving Loan (in the case of a WC Letter of Credit) from such Issuing Bank, in either case, that is a Base Rate Loan to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.2 (Revolving Loans) for the principal amount of Base Rate Loans or the conditions set forth in Section 3 (Conditions Precedent). Any notice given by an Issuing Bank or Administrative Agent pursuant to this Section 2.3(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation Credit Issuer shall not affect the conclusiveness or binding effect of such notice. (ii) Upon providing any notice pursuant to Section 2.3(c)(i), the applicable Issuing Bank shall be deemed to have made a DSR Loan (in the case of a DSR Letter of Credit) or a Revolving Loan (in the case of a WC Letter of Credit), in either case, that is a Base Rate Loan to Borrower in such Unreimbursed Amount. For the avoidance of doubt, such deemed loans shall not also be deemed to be made pro rata across all DSR Issuing Banks or all WC Issuing Banks, each such Lender's share of the related Loan occurring as applicable, but shall be deemed made a result of such non-payment by the Issuing Bank issuing Borrower. In the event that any Lender fails to make available to the Administrative Agent for the account of such Letter of Credit under which Issuer the amount required pursuant to the provisions of this Section 4.03(b) of this Agreement, the applicable Letter of Credit Issuer will be entitled to recover such draw was madeamount on demand from such Lender, together with interest thereon at the Federal Funds Rate. (iiic) [Reserved]. (iv) Each applicable Issuing Bank’s obligation In the event that a Loan shall be required to be made as a result of failure to make DSR Loans (in the case of a DSR Letter of Credit) or Revolving Loans (in the case of a WC Letter of Credit), in either case, as contemplated by this Section 2.3(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Issuing Bank may have against Borrower, any Subsidiary Guarantor 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 reimbursement with the application for and issuance of a Letter of Credit, even if it should in fact prove respect 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 2.3(e) (Obligations Absolute). No such making of a DSR Loan (in the case of a DSR Letter of Credit) or a Revolving Loan (in the case of a WC Letter of Credit), in either case, shall relieve or otherwise impair the obligation of Borrower to reimburse the applicable Issuing Bank for the amount of any payment made by such Issuing Bank under any Letter of Credit, together with interest as provided hereinall conditions precedent to a Borrowing hereunder shall be required to be satisfied, including, the provisions of Section 3.05 of this Agreement.

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the applicable Issuing Bank shall notify Borrower and Administrative Agent, and the participating Issuing Banks. Not later than 1:00 p.m. (New York City time) on the date such notice of any payment a drawing has been honored by the applicable Issuing Bank under a Letter of Credit in accordance with normal banking procedures in the place of payment (each such date, an “Honor Date”), Borrower shall reimburse such Issuing Bank in an amount equal to the amount of such drawing. If Borrower Xxxxxxxx fails to so reimburse such Issuing Bank by such time, such Issuing Bank shall notify the Administrative Agent of the Honor Date, Date and the amount of the unreimbursed drawing (the “Unreimbursed Amount”) and the Commitment under which such Unreimbursed Amount applies). In such event, Borrower shall be deemed to have requested a DSR Base Rate Loan (in the case of a DSR Letter of Credit) or a Revolving Loan (in the case of a WC Letter of Credit) from such Issuing Bank, in either case, that is a Base Rate Loan Bank to be disbursed on the Honor Date in an amount equal to the Unreimbursed AmountAmount (in which event the unreimbursed drawing shall no longer be considered an Unreimbursed Amount for all purposes hereunder), without regard to the minimum and multiples specified in Section 2.2 2.1 (Revolving Loans) for the principal amount of Base Rate Loans or the conditions set forth in Section 3 (Conditions Precedent). Any notice given by an Issuing Bank or Administrative Agent pursuant to this Section 2.3(c)(i2.2(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 2.3(c)(i2.2(d)(i), the applicable Issuing Bank shall be deemed to have made a DSR Loan (in the case of a DSR Letter of Credit) or a Revolving Loan (in the case of a WC Letter of Credit), in either case, that is a Base Rate Loan to Borrower in such Unreimbursed Amount. For Administrative Agent shall promptly notify each of the avoidance Lenders of doubtthe amount of its share of the payment made under such Letter of Credit, such deemed loans shall not be deemed to be made pro rata across all DSR Issuing Banks or all WC Issuing Banks, as applicable, but which shall be deemed made such Lender’s Pro Rata Share of such amount paid by the such Issuing Bank issuing (the “Lender Payment Notice”). Subject to Section 2.2(b) (Fronting), each Lender hereby severally agrees to pay the amount specified in the Lender Payment Notice in immediately available funds to Administrative Agent for the account of such Issuing Bank with respect to such Letter of Credit plus interest on 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 which 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 draw was madedrawing 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) [Reserved]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 been payable by Borrower at the applicable rate for Loans if 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 made by a Lender under Section 2.2(d)(ii) above shall constitute a deemed loan made by such Lender to Borrower on the 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 DSR Loans (in the case of a DSR Letter of Credit) or Revolving Loans (in the case of a WC Letter of Credit), in either case, as contemplated by this Section 2.3(c), 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 Issuing Bank may have against Borrower, any Subsidiary Guarantor 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 2.3(e2.2(f) (Obligations Absolute). No such making of a DSR Loan (in the case of a DSR Letter of Credit) or a Revolving Loan (in the case of a WC Letter of Credit), in either case, shall relieve or otherwise impair the obligation of Borrower to reimburse the 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 draw on each such Letter of Credit on a ratable basis.

Drawings and Reimbursements. (a) With respect to each Letter of Credit for which the L/C Administrator receives a request for a drawing which is in form and substance satisfactory to the L/C 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 L/C Administrator shall (b) With respect to any Drawing Request, if immediately available funds are not received by the L/C Administrator from the Company 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 L/C Administrator shall promptly notify the Agent and the Agent shall notify each Bank on the first Business Day after the Drawing Request Date of such Drawing Request and such Bank's share of such Drawing Request (which shall be an amount equal to (i) Upon receipt from such Bank's L/C Percentage multiplied by the beneficiary lesser of any Letter of Credit of any notice of a drawing (ii)(A) the maximum amount available to be drawn under such Letter of Credit, Credit and (B) the applicable Issuing Bank shall notify Borrower and Administrative Agent. Not later than 1:00 p.m. (New York City time) on the date amount of any payment such drawing which was not reimbursed by the applicable Issuing Bank under a Letter of Credit in accordance with normal banking procedures in Company pursuant to subsection 2.3(a)) and the place of payment (each such date, Company shall be deemed to have requested an “Honor Date”), Borrower shall reimburse such Issuing Bank L/C Borrowing in an amount equal to the amount of such drawing. If Borrower fails drawing which was not reimbursed by the Company pursuant to so reimburse such Issuing Bank by such time, such Issuing Bank shall notify the Administrative Agent of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”) and the Commitment under which such Unreimbursed Amount applies. In such event, Borrower shall be deemed to have requested a DSR Loan (in the case of a DSR Letter of Credit) or a Revolving Loan (in the case of a WC Letter of Credit) from such Issuing Bank, in either case, that is a Base Rate Loan to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.2 (Revolving Loans) for the principal amount of Base Rate Loans or the conditions set forth in Section 3 (Conditions Precedentsubsection 2.3(a). Any notice given by an Issuing Bank or Administrative the Agent to the Banks pursuant to this Section 2.3(c)(isubsection 2.3(b) may be given by telephone oral if immediately confirmed in writingwriting (including by facsimile); provided that (i) the lack failure of the Agent to give any such notice in sufficient time to enable any Bank to effect such payment at the time required under subsection 2.3(c) or (ii) the failure of the Agent to deliver an immediate confirmation of such notice shall not affect the conclusiveness or binding effect of such notice. (ii) Upon providing notice or relieve any notice pursuant to Section 2.3(c)(i), the applicable Issuing Bank shall be deemed to have made a DSR Loan (in the case of a DSR Letter of Credit) or a Revolving Loan (in the case of a WC Letter of Credit), in either case, that is a Base Rate Loan to Borrower in such Unreimbursed Amount. For the avoidance of doubt, such deemed loans shall not be deemed to be made pro rata across all DSR Issuing Banks or all WC Issuing Banks, as applicable, but shall be deemed made by the Issuing Bank issuing the Letter of Credit from its obligations under which such draw was made. (iii) [Reserved]. (iv) Each applicable Issuing Bank’s obligation to make DSR Loans (in the case of a DSR Letter of Credit) or Revolving Loans (in the case of a WC Letter of Credit), in either case, as contemplated by this Section 2.3(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Issuing Bank may have against Borrower, any Subsidiary Guarantor 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 2.3(e) (Obligations Absolute). No such making of a DSR Loan (in the case of a DSR Letter of Credit) or a Revolving Loan (in the case of a WC Letter of Credit), in either case, shall relieve or otherwise impair the obligation of Borrower to reimburse the applicable Issuing Bank for the amount of any payment made by such Issuing Bank under any Letter of Credit, together with interest as provided herein2.3.

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the applicable Issuing Bank L/C Issuer shall notify the Borrower and the Administrative AgentAgent thereof. Not later than 1:00 2:00 p.m. (New York City timex) on the date of any payment by the applicable Issuing Bank L/C Issuer under a Letter of Credit in accordance with normal banking procedures in Credit, if the place Borrower received notice of payment such drawing prior to 11:00 a.m., on such date, or (y) otherwise on the Business Day immediately following receipt by the Borrower of such notice (each such date, an “Honor Date”), the Borrower shall reimburse such Issuing Bank the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse such Issuing Bank the L/C Issuer by such time, such Issuing Bank shall notify the Administrative Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”) ), and the Commitment under which amount of such Unreimbursed Amount appliesLender’s Applicable Percentage thereof. In such event, the Borrower shall be deemed to have requested a DSR Loan (in the case Revolving Borrowing of a DSR Letter of Credit) or a Revolving Loan (in the case of a WC Letter of Credit) from such Issuing Bank, in either case, that is a Base Rate Loan Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.2 (Revolving Loans) 2.02 for the principal amount of Base Rate Loans or Loans, but subject to the amount of the unutilized portion of the Revolving Facility and the conditions set forth in Section 3 4.02 (Conditions Precedentother than the delivery of a Loan Notice). Any notice given by an Issuing Bank the L/C Issuer or the Administrative Agent pursuant to this Section 2.3(c)(i2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that provided, that, the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Upon providing Each Lender shall upon any notice pursuant to Section 2.3(c)(i2.03(c) (i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the L/C Issuer at the Administrative Agent’s Office in an amount equal to its Applicable Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), the applicable Issuing Bank each Lender that so makes funds available shall be deemed to have made a DSR Loan (in the case of a DSR Letter of Credit) or a Revolving Loan (in the case of a WC Letter of Credit), in either case, that is a Base Rate Loan to the Borrower in such Unreimbursed Amountamount. For The Administrative Agent shall remit the avoidance of doubt, such deemed loans shall not be deemed funds so received to be made pro rata across all DSR Issuing Banks or all WC Issuing Banks, as applicable, but shall be deemed made by the Issuing Bank issuing the Letter of Credit under which such draw was madeL/C Issuer. (iii) [Reserved]With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03(c). (iv) Until each Lender funds its Revolving Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the L/C Issuer for any amount drawn under any 43 CHAR1\1816984v1CHAR1\1816984v7 (v) Each applicable Issuing BankLender’s obligation to make DSR Revolving Loans (in or L/C Advances to reimburse the case of a DSR Letter L/C Issuer for amounts drawn under Letters of Credit) or Revolving Loans (in the case of a WC Letter of Credit), in either case, as contemplated by this Section 2.3(c2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Issuing Bank Lender may have against the L/C Issuer, the Borrower, any Subsidiary Guarantor or any other Person for any reason whatsoever; , (B) the occurrence or continuance of a Default 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; provided, including any of that, each Lender’s obligation to make Revolving Loans pursuant to this Section 2.03(c) is subject to the events specified conditions set forth in Section 2.3(e) 4.02 (Obligations Absoluteother than delivery by the Borrower of a Loan Notice). No such making of a DSR Loan (in the case of a DSR Letter of Credit) or a Revolving Loan (in the case of a WC Letter of Credit), in either case, an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the applicable Issuing Bank L/C Issuer for the amount of any payment made by such Issuing Bank the L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi) If any Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, the L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Loan included in the relevant Revolving Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent manifest error.

Drawings and Reimbursements. (i) Upon receipt from the beneficiary of any Several Letter of Credit of any notice of a drawing under such Several Letter of Credit, the applicable Issuing Bank Several L/C Agent shall notify Borrower and the 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 1:00 p.m. (10:00 a.m., 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 any payment by 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 Issuing Bank Participating L/C Issuer) of the drawing under a such Several Letter of Credit in accordance with normal banking procedures (and the Administrative Agent shall make such funds available to the applicable Several L/C Agent) and (B) in the place 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 (each under such dateSeveral Letter of Credit from such Several L/C Agent or the Administrative Agent by 10:00 a.m., an “New York City time, on the Honor Date”)Date and, Borrower otherwise, not later than 2:00 p.m., New York City time, on the following Business Day, the Company shall reimburse such Issuing Bank in pay to the Lenders under the applicable Tranche through the Administrative Agent an amount equal to the amount of such drawing. If Borrower fails to so reimburse such Issuing Bank by such time, such Issuing Bank shall notify the Administrative Agent of the Honor Date, the amount of the unreimbursed drawing (such amount, the “Unreimbursed Amount”) and in the Commitment under which such Unreimbursed Amount applies. In such eventapplicable Currency without further demand; provided that, Borrower shall be deemed to have requested a DSR Loan (in the case of a DSR Letter of Credit) or a Revolving Loan (any such reimbursement in Dollars, at any time during the case of a WC Letter of Credit) from Availability Period, the Company may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such Issuing Bank, in either case, that is a Base Rate Loan to payment be disbursed on financed with an ABR Borrowing under the Honor Date respective Tranche in an equivalent amount equal and, to the Unreimbursed Amountextent so financed, without regard the Company’s obligation to make such payment shall be discharged and replaced by the minimum and multiples specified in Section 2.2 (Revolving Loans) for the principal amount of Base Rate Loans or the conditions set forth in Section 3 (Conditions Precedent)resulting ABR Borrowing. Any notice given by an Issuing Bank such Several L/C Agent or the Administrative Agent pursuant to this Section 2.3(c)(i2.20(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. (ii) Upon providing any notice Notwithstanding the date on which an Unreimbursed Amount is payable by the Company pursuant to Section 2.3(c)(i2.20(c)(i), if an Unreimbursed Amount is not paid by the Company by 2:00 p.m., New York City time, on the applicable Issuing Bank Honor Date, each Unreimbursed Amount shall be deemed bear interest from the applicable Honor Date to have made a DSR Loan (in the case of a DSR Letter of Credit) or a Revolving Loan (in the case of a WC Letter of Credit), in either case, date that is a Base Rate Loan to Borrower in such Unreimbursed Amount. For the avoidance of doubt, such deemed loans shall not be deemed to be made pro rata across all DSR Issuing Banks or all WC Issuing Banks, as applicable, but shall be deemed made Amount is paid by the Issuing Bank issuing Company at a rate per annum equal to the Letter of Credit under which such draw was madeDefault Rate. (iii) [Reserved]Until a Lender funds its obligation pursuant to this Section 2.20(c), interest in respect of such 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 applicable Issuing BankLender’s (including for avoidance of doubt each Limited Fronting Lender’s and each Participating L/C Issuer’s) obligation to make DSR Loans (in the case of a DSR Letter of Credit) or Revolving Loans (in the case of a WC Letter of Credit), in either case, as contemplated by fund its obligations pursuant to this Section 2.3(c), 2.20(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoffset-off, counterclaim, recoupment, defense or other right which such Issuing Bank Lender may have against Borrowerthe applicable Several L/C Agent, the Administrative Agent, the Company, any Subsidiary Guarantor 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 (EC) any other occurrence, event or condition, whether or not similar to any of the foregoing, including . (v) If any Lender fails to make available to the Administrative Agent any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.20(c) by the events time specified in Section 2.3(e) 2.20(c)(i), the applicable Several L/C Agent (Obligations Absolute). No to the extent that such making Several L/C Agent shall have funded such amount on behalf of a DSR Loan (in such Lender, it being understood and agreed that neither such Several L/C Agent nor the case of a DSR Administrative Agent shall have any obligation or liability to fund any amount under any Several Letter of CreditCredit other than in its capacity as a Lender) or shall, through the Administrative Agent, be entitled to recover from such Lender, on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Administrative Agent at a Revolving Loan (rate per annum equal to the Federal Funds Effective Rate from time to time in the case effect. A certificate of a WC Letter of Credit), in either case, shall relieve or otherwise impair the obligation of Borrower to reimburse the applicable Issuing Bank 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 amount failure of any payment made by such Issuing Bank under any Letter of Credit, together with interest as provided hereinother Lender to honor a drawing or purchase its participation.

Drawings and Reimbursements. (ia) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the applicable Issuing Bank shall notify the Borrower and Administrative Agentthe Agent thereof. Not later than 1:00 p.m. 11:00 a.m. (New York City time) on the date of any payment by the applicable Issuing Bank under a Letter of Credit in accordance with normal banking procedures in the place of payment (each such date, an “Honor Date”), the Borrower shall reimburse such the Issuing Bank through the Agent in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse such the Issuing Bank by such time, such Issuing Bank the Agent shall promptly notify the Administrative Agent each Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”) ), and the Commitment under which amount of such Unreimbursed Amount appliesXxxxxx’s Pro Rata Share thereof. In such event, the Borrower shall be deemed to have requested a DSR Loan (in the case Borrowing of a DSR Letter of Credit) or a Revolving Loan (in the case of a WC Letter of Credit) from such Issuing Bank, in either case, Loans that is a are Base Rate Loan Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.2 (Revolving Loans) 2.03 for the principal amount of Base Rate Loans or Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Loan Commitments and the conditions set forth in Section 3 5.02 (Conditions Precedentother than the delivery of a Notice of Borrowing). Any notice given by an the Issuing Bank or Administrative the Agent pursuant to this Section 2.3(c)(i3.03(a) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (iib) Upon providing Each Lender shall upon any notice pursuant to Section 2.3(c)(i3.03(a) make funds available (and the Agent may apply Cash Collateral provided for this purpose) for the account of the Issuing Bank at the Agent’s Payment Office in an amount equal to its Pro Rata Share of the Unreimbursed Amount not later than 1:00 p.m. (New York time) on the Business Day specified in such notice by the Agent, whereupon, subject to the provisions of Section 3.03(c), the applicable Issuing Bank each Lender that so makes funds available shall be deemed to have made a DSR Loan (in the case of a DSR Letter of Credit) or a Revolving Loan (in the case of a WC Letter of Credit), in either case, that is a Base Rate Loan to the Borrower in such amount. The Agent shall remit the funds so received to the Issuing Bank. (c) With respect to any Unreimbursed Amount. For Amount that is not fully refinanced by a Borrowing of Revolving Loans that are Base Rate Loans because the avoidance of doubtconditions set forth in Section 5.02 cannot be satisfied or for any other reason or Cash Collateralized, such deemed loans the Borrower shall not 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 made pro rata across all DSR 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 Banks or all WC Issuing Banks, as applicable, but Bank pursuant to Section 3.03(b) shall be deemed made by 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 Revolving Loan or L/C Advance pursuant to this Section 3.03 to reimburse the Issuing Bank issuing the for any amount drawn under any Letter of Credit under which Credit, interest in respect of such draw was madeXxxxxx’s Pro Rata Share of such amount shall be solely for the account of the Issuing Bank. (iii) [Reserved]. (ive) Each applicable Issuing BankLender’s obligation to make DSR Revolving Loans (in or L/C Advances to reimburse the case of a DSR Letter Issuing Bank for amounts drawn under Letters of Credit) or Revolving Loans (in the case of a WC Letter of Credit), in either case, as contemplated by this Section 2.3(c)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 Issuing Bank Lender may have against Borrowerthe Issuing Bank, any Subsidiary Guarantor the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default or an Event of Default; , or (C) 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; provided, including any of however, that each Lender’s obligation to make Revolving Loans pursuant to this Section 3.03 is subject to the events specified conditions set forth in Section 2.3(e) 5.02 (Obligations Absoluteother than the delivery of a Notice of Borrowing). No such making of a DSR Loan (in the case of a DSR Letter of Credit) or a Revolving Loan (in the case of a WC Letter of Credit), in either case, an L/C Advance 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 the Issuing Bank under any Letter of Credit, together with interest as provided herein. (f) If any Lender fails to make available to the Agent for the account of the Issuing Bank any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 3.03 by the time specified in Section 3.03(b), then, without limiting the other provisions of this Agreement, the Issuing Bank shall be entitled to recover from such Lender (acting through the Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Issuing Bank at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Issuing Bank in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Issuing Bank in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the Issuing Bank submitted to any Lender (through the Agent) with respect to any amounts owing under this clause (f) shall be conclusive absent manifest error.

Drawings and Reimbursements. (ia) Upon receipt from the beneficiary of any Letter of Credit Revolving Facility L/C of any notice of a drawing under such Letter of CreditRevolving Facility L/C, the applicable Issuing Bank Lender shall notify Borrower and Administrative Agentthe applicable L/C RIC thereof. Not later than 1:00 p.m. (New York City time) on the Business Day immediately following the date of any payment by Lender under a Revolving Facility L/C, Borrower and the applicable Issuing Bank under a Letter of Credit in accordance with normal banking procedures in the place of payment (each such dateL/C RIC, an “Honor Date”)jointly and severally, Borrower shall reimburse such Issuing Bank Lender in an amount equal to the sum of the amount of such drawing (which, if no Default or Event of Default exists before and after giving effect thereto and subject to the other conditions of this Agreement, can be made with the proceeds of a Revolving Loan), plus interest on the amount of such payment, which interest shall accrue at the lesser of (i) the Prime Rate (if no Default or Event of Default exists) or the Default Rate (if a Default or Event of Default exists), and (ii) the Highest Lawful Rate. (b) Upon receipt from the beneficiaries of the TGA L/C of any notice of a drawing under the TGA L/C, Lender shall notify Borrower thereof. Not later than the Business Day immediately following the date of any payment by Lender under the TGA L/C, Borrower shall reimburse Lender in an amount equal to the sum of the amount of such drawing, plus interest on the amount of such payment, which interest shall accrue at the lesser of (i) the Prime Rate (if no Default or Event of Default exists) or the Default Rate (if a Default or Even of Default exists), and (ii) the Highest Lawful Rate. If Borrower fails to reimburse Lender as provided in the preceding sentence, Lender may withdraw funds (and sell or liquidate cash equivalents and other non-cash items) on deposit pursuant to the TGA Trust Documents and apply such funds to the amount described in the preceding sentence. (c) If Borrower or the applicable L/C RIC fails to so reimburse such Issuing Bank Lender by such time, such Issuing Bank shall notify the Administrative Agent of time specified in Section 3.3(a) or Borrower fails to so reimburse Lender by the Honor Datetime specified in Section 3.3(b), the amount of the unreimbursed drawing (the “"Unreimbursed Amount”") shall be due and payable on demand (together with interest) and shall bear interest at the Commitment under which such Unreimbursed Amount applies. In such event, Borrower shall be deemed to have requested a DSR Loan (in the case of a DSR Letter of Credit) or a Revolving Loan (in the case of a WC Letter of Credit) from such Issuing Bank, in either case, that is a Base Rate Loan to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.2 (Revolving Loans) for the principal amount of Base Rate Loans or the conditions set forth in Section 3 (Conditions Precedent). Any notice given by an Issuing Bank or Administrative Agent pursuant to this Section 2.3(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such noticeDefault Rate. (ii) Upon providing any notice pursuant to Section 2.3(c)(i), the applicable Issuing Bank shall be deemed to have made a DSR Loan (in the case of a DSR Letter of Credit) or a Revolving Loan (in the case of a WC Letter of Credit), in either case, that is a Base Rate Loan to Borrower in such Unreimbursed Amount. For the avoidance of doubt, such deemed loans shall not be deemed to be made pro rata across all DSR Issuing Banks or all WC Issuing Banks, as applicable, but shall be deemed made by the Issuing Bank issuing the Letter of Credit under which such draw was made. (iii) [Reserved]. (iv) Each applicable Issuing Bank’s obligation to make DSR Loans (in the case of a DSR Letter of Credit) or Revolving Loans (in the case of a WC Letter of Credit), in either case, as contemplated by this Section 2.3(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Issuing Bank may have against Borrower, any Subsidiary Guarantor 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 2.3(e) (Obligations Absolute). No such making of a DSR Loan (in the case of a DSR Letter of Credit) or a Revolving Loan (in the case of a WC Letter of Credit), in either case, shall relieve or otherwise impair the obligation of Borrower to reimburse the 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.