Common use of Funding of Participations Clause in Contracts

Funding of Participations. If the Borrower shall fail to reimburse the Fronting Bank for any L/C Disbursement on the Participated L/C Honor Date, the Administrative Agent shall notify each Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof and the amount of such Lender’s Ratable Share thereof. Each Lender shall upon such notice make funds available to the Administrative Agent in Dollars for the account of the Fronting Bank at the Payment Office in an amount equal to the amount of its Ratable Share of the unpaid L/C Disbursement (such amount, its “L/C Advance”) not later than 2:00 p.m. on the Business Day specified in such notice by the Administrative Agent. No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the Fronting Bank for the amount of any payment made by the Fronting Bank under such Participated Letter of Credit, together with interest as provided herein. If any Lender fails to make available to the Administrative Agent for the account of the Fronting Bank any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.5(b)(vi), the Fronting Bank shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Fronting Bank at a rate per annum equal to the Federal Funds Rate from time to time in effect. A certificate of the Fronting Bank submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.5(b)(vi) shall be conclusive absent manifest error. Until a Lender funds its L/C Advance pursuant to this Section 2.5(b)(vi) to reimburse the Fronting Bank for any L/C Disbursement made by it, interest in respect of such Lender’s L/C Advance shall be solely for the account of the Fronting Bank.

Funding of Participations. If the applicable Borrower shall fail to reimburse the Fronting Bank for any L/C Disbursement on the Participated L/C Honor Date, the Administrative Agent shall notify each Lender of the applicable L/C Disbursement, the payment then due from the applicable Borrower in respect thereof and the amount of such Lender’s Ratable Share thereof. Each Lender shall upon such notice make funds available to the Administrative Agent in Dollars for the account of the Fronting Bank at the Payment Office in an amount equal to the amount of its Ratable Share of the unpaid L/C Disbursement (such amount, its “L/C Advance”) not later than 2:00 p.m. on the Business Day specified in such notice by the Administrative Agent. No such making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower to reimburse the Fronting Bank for the amount of any payment made by the Fronting Bank under such Participated Letter of Credit, together with interest as provided herein. If any Lender fails to make available to the Administrative Agent for the account of the Fronting Bank any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.5(b)(vi), the Fronting Bank shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Fronting Bank at a rate per annum equal to the Federal Funds Overnight Rate from time to time in effect. A certificate of the Fronting Bank submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.5(b)(vi) shall be conclusive absent manifest error. Until a Lender funds its L/C Advance pursuant to this Section 2.5(b)(vi) to reimburse the Fronting Bank for any L/C Disbursement made by it, interest in respect of such Lender’s L/C Advance shall be solely for the account of the Fronting Bank.

Funding of Participations. Upon receipt from the L/C Issuer of a notice of drawing under a Letter of Credit by the beneficiary thereof, the L/C Issuer shall notify the Borrower and the Administrative Agent thereof. In the case of a Letter of Credit denominated in Canadian Dollars, the Borrower shall reimburse the L/C Issuer in Canadian Dollars. Not later than 9:00 a.m. on the first Business Day after the date of any payment by the L/C Issuer under a Letter of Credit (each such date of payment by the L/C Issuer, an “Honor Date”), the Borrower shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the sum of (A) the amount of such drawing and (B) if such reimbursement is not received on the Honor Date, interest on the amount of such drawing at the Adjusted Base Rate plus the Applicable Rate from the Honor Date to the first Business Day after the Honor Date (the “Required Reimbursement Date”). If the Borrower shall fail fails to so reimburse the Fronting Bank for any L/C Disbursement on the Participated L/C Honor DateIssuer by such time, the Administrative Agent shall promptly notify each Lender of the applicable L/C DisbursementRequired Reimbursement Date, the payment then due from amount of the Borrower unreimbursed drawing (expressed in respect Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in Canadian Dollars) and accrued interest thereon to the Required Reimbursement Date (the “Unreimbursed Amount”), and the amount of such Lender’s Ratable Share Applicable Percentage thereof. Each Lender In such event, the Borrower shall upon such notice make funds available be deemed to have requested a Borrowing of Base Rate Loans to be disbursed on the Administrative Agent in Dollars for the account of the Fronting Bank at the Payment Office Required Reimbursement Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of its Ratable Share Base Rate Loans, but subject to the conditions set forth in Section 5.02 (other than the delivery of a Loan Notice) and provided that, after giving effect to such Borrowing, the unpaid Total Outstandings shall not exceed the Aggregate Commitments. Any notice given by the L/C Disbursement (such amount, its “L/C Advance”) not later than 2:00 p.m. on the Business Day specified in such notice by the Administrative Agent. No such making of an L/C Advance shall relieve Issuer or otherwise impair the obligation of the Borrower to reimburse the Fronting Bank for the amount of any payment made by the Fronting Bank under such Participated Letter of Credit, together with interest as provided herein. If any Lender fails to make available to the Administrative Agent for the account of the Fronting Bank any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.5(b)(vi), the Fronting Bank shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Fronting Bank at a rate per annum equal to the Federal Funds Rate from time to time in effect. A certificate of the Fronting Bank submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.5(b)(vi) shall be conclusive absent manifest error. Until a Lender funds its L/C Advance pursuant to this Section 2.5(b)(vi2.03(c)(i) to reimburse may be given by telephone if immediately confirmed in writing; provided that the Fronting Bank for any L/C Disbursement made by it, interest in respect lack of such Lender’s L/C Advance an immediate confirmation shall be solely for not affect the account conclusiveness or binding effect of the Fronting Banksuch notice.

Funding of Participations. If an Issuing Lender makes any payment or disbursement under any Letter of Credit and such Issuing Lender has not been reimbursed in full (by the Borrower shall fail making of Base Rate Loans pursuant to reimburse Section 2.3.3 or otherwise) for such payment or disbursement by the Fronting Bank for any L/C Disbursement on the Participated L/C Honor Date, the Administrative Agent shall notify each Lender of the applicable L/C Disbursement, the payment then date and time required by Section 2.3.3 (whether due from the Borrower in respect thereof and the amount of such Lender’s Ratable Share thereof. Each Lender shall upon such notice make funds available to the Administrative Agent in Dollars for the account of the Fronting Bank at the Payment Office in an amount equal to the amount of its Ratable Share of the unpaid L/C Disbursement (such amount, its “L/C Advance”) not later than 2:00 p.m. on the Business Day specified in such notice by the Administrative Agent. No such making of an L/C Advance shall relieve or otherwise impair the obligation inability of the Borrower to reimburse meet the Fronting Bank for conditions set forth in Section 12.2 or otherwise), or if any reimbursement received by such Issuing Lender from the Borrower is or must be returned or rescinded upon or during any bankruptcy or reorganization of the Borrower or otherwise, then (a) the Borrower shall be obligated to pay interest on the unreimbursed amount of any the applicable payment made by or disbursement at the Fronting Bank under rate then applicable to Base Rate Loans; and (b) each Revolving Lender (other than such Participated Letter of Credit, together with interest as provided herein. If any Lender fails Issuing Lender) shall be obligated to make available pay to the Administrative Agent for the account of such Issuing Lender, in full or partial payment of the Fronting Bank any amount required purchase price of its participation in such Letter of Credit, its pro rata share (according to be paid by its Revolving Percentage) of such payment or disbursement (but no such payment shall diminish the obligations of the Borrower under Section 2.3.3), and upon notice from the applicable Issuing Lender, the Administrative Agent shall promptly notify each other Revolving Lender pursuant thereof. Each other Revolving Lender irrevocably and unconditionally agrees to so pay to the foregoing provisions Administrative Agent in immediately available funds for the applicable Issuing Lender’s account the amount of this Section 2.5(b)(visuch other Revolving Lender’s Revolving Percentage of such payment or disbursement. If and to the extent any Revolving Lender shall not have made such amount available to the Administrative Agent by 2:00 p.m. on the Business Day on which such Revolving Lender receives notice from the Administrative Agent of such payment or disbursement (it being understood that any such notice received after 12:00 noon on any Business Day shall be deemed to have been received on the next following Business Day), the Fronting Bank shall be entitled such Revolving Lender agrees to recover from pay interest on such Lender (acting through amount to the Administrative Agent), on demand, such amount with interest thereon Agent for the period applicable Issuing Lender’s account forthwith on demand for each day from the date such payment is required amount was to have been delivered to the Administrative Agent to the date on which such payment amount is immediately available to the Fronting Bank paid, at a rate per annum equal to (a) for the first three days after demand, the Federal Funds Rate from time to time in effect and (b) thereafter, the Base Rate from time to time in effect. A certificate of the Fronting Bank submitted Any Revolving Lender’s failure to any Lender (through make available to the Administrative Agent) with respect Agent its Revolving Percentage of any such payment or disbursement shall not relieve any other Revolving Lender of its obligation hereunder to any amounts owing under this Section 2.5(b)(vi) make available to the Administrative Agent such other Revolving Lender’s Revolving Percentage of such payment, but no Revolving Lender shall be conclusive absent manifest error. Until a responsible for the failure of any other Revolving Lender funds its L/C Advance pursuant to this Section 2.5(b)(vi) make available to reimburse the Fronting Bank for any L/C Disbursement made by it, interest in respect of Administrative Agent such other Revolving Lender’s L/C Advance shall be solely for the account Revolving Percentage of the Fronting Bankany such payment or disbursement.

Funding of Participations. If Upon receipt from the Borrower shall fail to reimburse the Fronting Bank for beneficiary of any L/C Disbursement on the Participated L/C Honor DateLetter of Credit of any notice of a drawing under such Letter of Credit, the Administrative Agent shall notify each Lender of the applicable L/C Disbursement, the payment then due from Issuer shall notify the Borrower in respect thereof and the amount of such Lender’s Ratable Share thereof. Each Lender shall upon such notice make funds available to the Administrative Agent thereof and shall state the date payment shall be made by such L/C Issuer. In the case of a Letter of Credit denominated in Dollars for an Alternative Currency, the account Borrower shall reimburse the applicable L/C Issuer in such Alternative Currency. Not later than 11:00 a.m. on the date of any payment by the Fronting Bank at applicable L/C Issuer under a Letter of Credit to be reimbursed in Dollars, or the Payment Office Applicable Time on the date of any payment by such L/C Issuer under a Letter of Credit to be reimbursed in an Alternative Currency (each such date, an “Honor Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of its Ratable Share of such drawing and in the unpaid applicable currency. If the Borrower fails to so reimburse the applicable L/C Disbursement Issuer by such time, the Administrative Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such amountLender’s Applicable Percentage thereof. In such event, its “the Borrower shall be deemed to have requested a Committed Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Commitments and the applicable conditions set forth in Article IV (other than the delivery of a Committed Loan Notice). Any notice given by the applicable L/C Advance”) not later than 2:00 p.m. on the Business Day specified in such notice by the Administrative Agent. No such making of an L/C Advance shall relieve Issuer or otherwise impair the obligation of the Borrower to reimburse the Fronting Bank for the amount of any payment made by the Fronting Bank under such Participated Letter of Credit, together with interest as provided herein. If any Lender fails to make available to the Administrative Agent for the account of the Fronting Bank any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.5(b)(vi), the Fronting Bank shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Fronting Bank at a rate per annum equal to the Federal Funds Rate from time to time in effect. A certificate of the Fronting Bank submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.5(b)(vi) shall be conclusive absent manifest error. Until a Lender funds its L/C Advance pursuant to this Section 2.5(b)(vi2.03(c)(i) to reimburse may be given by telephone if immediately confirmed in writing; provided that the Fronting Bank for any L/C Disbursement made by it, interest in respect lack of such Lender’s L/C Advance an immediate confirmation shall be solely for not affect the account conclusiveness or binding effect of the Fronting Banksuch notice.

Funding of Participations. If In the event that any Issuing Bank makes any Letter of Credit Disbursement and the Borrower shall fail not have reimbursed such amount in full to reimburse the Fronting such Issuing Bank for any L/C Disbursement on the Participated L/C Honor Datepursuant to this Section 2.03, such Issuing Bank shall promptly notify the Administrative Agent Agent, which shall promptly notify each Revolving Credit Lender of such failure, and each Revolving Credit Lender shall promptly and unconditionally pay to the applicable L/C DisbursementAdministrative Agent, for the payment then due from the Borrower in respect thereof and account of such Issuing Bank the amount of such Revolving Credit Lender’s Ratable Share thereofRevolving Commitment Percentage of such unreimbursed payment in same day funds. Each If the applicable Issuing Bank so notifies the Administrative Agent and the Administrative Agent so notifies the Revolving Credit Lenders prior to 11:00 a.m. on any Business Day, each such Revolving Credit Lender shall upon such notice make funds available to the Administrative Agent in Dollars for the account applicable Issuing Bank such Revolving Credit Lender’s Revolving Commitment Percentage of the Fronting Bank at the Payment Office in an amount equal to the amount of its Ratable Share such payment within three (3) Business Days (or if such notice is received by the Lenders after 11:00 a.m. on the day of receipt, payment shall be made three (3) Business Days after the immediately following Business Day). Each Revolving Credit Lender’s obligation to reimburse each Issuing Bank for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(f), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Revolving Credit Lender may have against the applicable Issuing Bank, any Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the unpaid L/C Disbursement (such amount, its “L/C Advance”) not later than 2:00 p.m. on the Business Day specified in such notice by the Administrative Agentforegoing. No such making of an L/C Advance reimbursement by the Revolving Credit Lenders shall relieve or otherwise impair the obligation of the Borrower to reimburse the Fronting applicable Issuing Bank for the amount of any payment made by the Fronting such Issuing Bank under such Participated any Letter of Credit, together with interest as provided herein. If and to the extent any Revolving Credit Lender fails shall not have so made its Revolving Commitment Percentage of the amount of such payment available to make available any Issuing Bank, such Revolving Credit Lender agrees to pay to the applicable Issuing Bank forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to the Administrative Agent for the account of such Issuing Bank at the Fronting Bank any amount required to be paid greater of the Federal Funds Rate and a rate determined by such Issuing Bank in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by such Issuing Bank in connection with the foregoing. Each Revolving Credit Lender pursuant agrees to fund its Revolving Commitment Percentage of such unreimbursed payment notwithstanding a failure to satisfy any applicable lending conditions or the provisions of Section 2.01, or the occurrence of the Revolving Commitment Termination Date. The failure of any Revolving Credit Lender to make available to any Issuing Bank its Revolving Commitment Percentage of any payment under any Letter of Credit shall neither relieve any other Revolving Credit ​ Lender of its obligation hereunder to make available to such Issuing Bank its Revolving Commitment Percentage of any payment under any Letter of Credit on the date required, as specified above, nor increase the obligation of such other Revolving Credit Lender. Subject to the foregoing provisions of this Section 2.5(b)(vi)2.16, the Fronting whenever any Revolving Credit Lender has made payments to any Issuing Bank in respect of any reimbursement obligation for any Letter of Credit, such Revolving Credit Lender shall be entitled to recover share ratably, based on its Revolving Commitment Percentage, in all payments and collections thereafter received on account of such reimbursement obligation (whether directly from such Lender (acting through the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by 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 Fronting Bank at a rate per annum equal to the Federal Funds Rate from time to time in effect. A certificate of the Fronting Bank submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.5(b)(vi) shall be conclusive absent manifest error. Until a Lender funds its L/C Advance pursuant to this Section 2.5(b)(vi) to reimburse the Fronting Bank for any L/C Disbursement made by it, interest in respect of such Lender’s L/C Advance shall be solely for the account of the Fronting Bank.

Funding of Participations. If Upon any drawing under any Letter of Credit, the L/C Issuer shall notify the Borrower and the Administrative Agent thereof. In the case of a Letter of Credit denominated in an Alternative Currency, the Borrower shall fail to reimburse the Fronting Bank for any L/C Disbursement Issuer in such Alternative Currency, unless (A) the L/C Issuer (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the L/C Issuer promptly following receipt of the notice of drawing that the Borrower will reimburse the L/C Issuer in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the L/C Issuer shall notify the Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Not later than 12:00 p.m. on the Participated Business Day following any payment by the L/C Issuer under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by the L/C Issuer under a Letter of Credit to be reimbursed in an Alternative Currency (such date, an “L/C Honor Date”), the Administrative Agent Borrower shall notify each Lender of reimburse the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof and the amount of such Lender’s Ratable Share thereof. Each Lender shall upon such notice make funds available to the Administrative Agent Issuer in Dollars for the account of the Fronting Bank at the Payment Office in an amount equal to the amount of its Ratable Share of such drawing and in the unpaid applicable currency. In the event that (A) a drawing denominated in an Alternative Currency is to be reimbursed in Dollars pursuant to the second sentence in this Section 2.03(c)(i) and (B) the Dollar amount paid by the Borrower, whether on or after the L/C Disbursement (such amountHonor Date, its “shall not be adequate on the date of that payment to purchase in accordance with normal banking procedures a sum denominated in the Alternative Currency equal to the drawing, the Borrower agrees, as a separate and independent obligation, to indemnify the L/C Advance”) not later than 2:00 p.m. Issuer for the loss resulting from its inability on that date to purchase the Business Day specified Alternative Currency in such notice by the Administrative Agentfull amount of the drawing. No such making of an The L/C Advance Issuer shall relieve or otherwise impair notify the obligation Administrative Agent of any failure of the Borrower to reimburse the Fronting Bank for the amount of any payment made by the Fronting Bank under such Participated Letter of Credit, together with interest as provided herein. If any Lender fails to make available to the Administrative Agent for the account of the Fronting Bank any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.5(b)(vi), the Fronting Bank shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Fronting Bank at a rate per annum equal to the Federal Funds Rate from time to time in effect. A certificate of the Fronting Bank submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.5(b)(vi) shall be conclusive absent manifest error. Until a Lender funds its L/C Advance pursuant to this Section 2.5(b)(vi) to reimburse the Fronting Bank for any L/C Disbursement made by it, interest in respect of such Lender’s L/C Advance shall be solely for the account of the Fronting Bank.drawn

Funding of Participations. If Upon receipt from the Borrower beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit with the accompanying documentation required thereby, an Issuing Lender shall fail to reimburse the Fronting Bank for any L/C Disbursement on the Participated L/C Honor Date, notify the Administrative Agent shall notify each Lender and the Borrower thereof. No later than 2:00 p.m. (Houston, Texas time) on the date of any payment made or to be made by the applicable L/C DisbursementIssuing Lender under a Letter of Credit, the Borrower agrees to pay to such Issuing Lender an amount equal to any amount so paid or to be paid by such Issuing Lender under or in respect of such Letter of Credit. In the event an Issuing Lender makes a payment then due from pursuant to a request for draw presented under a Letter of Credit and such payment is not timely reimbursed by the Borrower in respect as required by the preceding sentence, then upon notice thereof and the amount of by such Lender’s Ratable Share thereof. Each Issuing Lender shall upon such notice make funds available to the Administrative Agent in Dollars for the account Borrower shall be deemed to have requested a Borrowing consisting of the Fronting Bank at the Payment Office Base Rate Advances in an amount equal to the amount then due and payable by the Borrower to the Issuing Lender (notwithstanding any minimum size or increment limitations on individual Revolving Advances). Each Revolving Lender (including the Revolving Lender acting as an Issuing Lender) shall, upon notice from the Administrative Agent that the Borrower has requested or is deemed to have requested a Revolving Advance pursuant to Section 2.5 and regardless of its Ratable Share whether such notice complies with Section 2.5, make available in Same Day Funds to the Administrative Agent for the account of such Issuing Lender an amount equal to such Revolving Lender’s Applicable Percentage of the unpaid L/C Disbursement (amount of such amount, its “L/C Advance”) Revolving Advance not later than 2:00 1:00 p.m. (Houston, Texas time) on the Business Day specified in following the date such Revolving Lender receives such notice by from the Administrative Agent, whereupon each Revolving Lender that so makes Same Day Funds available shall be deemed to have made a Base Rate Advance to the Borrower in such amount. No such making If for any reason any payment pursuant to a request for draw presented under a Letter of an L/C Advance Credit is not refinanced by a Borrowing in accordance with this Section 2.3(d) (including as a result of a failure to satisfy one or more conditions set forth in Section 3.2), the Issuing Lender shall relieve or otherwise impair the obligation be deemed to have requested that each of the Borrower to reimburse applicable Revolving Lenders fund its risk participation in the Fronting Bank for the amount of any payment made by the Fronting Bank under such Participated relevant Letter of Credit, together with interest as provided herein. If any Lender fails to make available Credit Obligations and each such Revolving Lender’s payment to the Administrative Agent for the account of the Fronting Bank any amount required to be paid by such Issuing Lender pursuant to the foregoing provisions of this Section 2.5(b)(vi), the Fronting Bank 2.3(d) shall be entitled deemed payment in respect of such participation. The Administrative Agent shall remit the funds so received to recover from the applicable Issuing Lender. If any such Revolving Lender shall not have timely made such Revolving Advance or funding of its risk participation available to the Administrative Agent pursuant to this Section 2.3, such Lender (acting through the Administrative Agent), on demand, such amount with agrees to pay interest thereon for the period each day from the date such amount was due and payable to but excluding the date such amount is paid at the lesser of (A) the Overnight Rate for such day for the first three days and thereafter the interest rate applicable to such Base Rate Advances and (B) the Maximum Rate. The Borrower hereby unconditionally and irrevocably authorizes, empowers, and directs the Administrative Agent and the Lenders to record and otherwise treat each payment is required under a Letter of Credit not immediately reimbursed by the Borrower as a Borrowing comprised of Base Rate Advances to the date on which such payment is immediately available to the Fronting Bank at a rate per annum equal to the Federal Funds Rate from time to time in effect. A certificate of the Fronting Bank submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.5(b)(vi) shall be conclusive absent manifest error. Until a Lender funds its L/C Advance pursuant to this Section 2.5(b)(vi) to reimburse the Fronting Bank for any L/C Disbursement made by it, interest in respect of such Lender’s L/C Advance shall be solely for the account of the Fronting BankBorrower.

Funding of Participations. If (A) In consideration and in furtherance of the foregoing Section 2.4(d)(ii)(A), each DSR LC Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the DSR Letter of Credit Issuing Bank, such DSR LC Lender’s Proportionate Share (Commitment) of each Drawing Payment made by the DSR Letter of Credit Issuing Bank promptly upon the request of the DSR Letter of Credit Issuing Bank at any time from the time of such Drawing Payment until such Drawing Payment is reimbursed by Borrower shall fail or at any time after any reimbursement payment is required to reimburse the Fronting Bank be refunded to Borrower for any L/C Disbursement on reason. (B) In consideration and in furtherance of the Participated L/C Honor Dateforegoing Section 2.4(d)(ii)(B), each PPA LC Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the PPA Letter of Credit Issuing Bank, such PPA LC Lender’s Proportionate Share (Commitment) of each Drawing Payment made by the PPA Letter of Credit Issuing Bank promptly upon the request of the PPA Letter of Credit Issuing Bank at any time from the time of such Drawing Payment until such Drawing Payment is reimbursed by Borrower or at any time after any reimbursement payment is required to be refunded to Borrower for any reason. Each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each such payment under this Section 4.2(d)(iii) shall be made in the same manner as provided in Section 2.7(c) with respect to Construction Loans made by a Lender (and Section 2.7(c) shall apply, mutatis mutandis, to the payment obligations of the applicable LC Lenders (including the obligation to pay interest to the applicable Letter of Credit Issuing Bank in respect of late payments by an applicable LC Lender)), and the Administrative Agent shall promptly pay to the applicable Letter of Credit Issuing Bank the amounts so received by it from the applicable LC Lenders. Promptly following receipt by the Administrative Agent of any payment from Borrower pursuant to Section 2.4(d)(iv), the Administrative Agent shall notify each Lender of distribute such payment to the applicable L/C DisbursementLetter of Credit Issuing Bank or, the payment then due from the Borrower in respect thereof and the amount of such Lender’s Ratable Share thereof. Each Lender shall upon such notice make funds available to the Administrative Agent in Dollars for extent that the account of the Fronting Bank at the Payment Office in an amount equal to the amount of its Ratable Share of the unpaid L/C Disbursement (such amount, its “L/C Advance”) not later than 2:00 p.m. on the Business Day specified in such notice by the Administrative Agent. No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the Fronting Bank for the amount of any payment applicable LC Lenders have made by the Fronting Bank under such Participated Letter of Credit, together with interest as provided herein. If any Lender fails to make available to the Administrative Agent for the account of the Fronting Bank any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.5(b)(vi), the Fronting Bank shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Fronting Bank at a rate per annum equal to the Federal Funds Rate from time to time in effect. A certificate of the Fronting Bank submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.5(b)(vi) shall be conclusive absent manifest error. Until a Lender funds its L/C Advance payments pursuant to this Section 2.5(b)(vi2.4(d)(iii) to reimburse the Fronting such Letter of Credit Issuing Bank, then to such applicable LC Lenders and such Letter of Credit Issuing Bank as their interests may appear. Any payment made by an LC Lender pursuant to this Section 2.4(d)(iii) to reimburse a Letter of Credit Issuing Bank for any L/C Disbursement made by it, interest Drawing Payment shall not constitute an LC Loan (except in respect the circumstances described in paragraph (iv) below) and shall not relieve Borrower of its obligation to reimburse such Lender’s L/C Advance shall be solely for the account of the Fronting BankDrawing Payment.

Funding of Participations. If Upon receipt from the Borrower shall fail to reimburse beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Fronting Bank for any L/C Disbursement on Issuer shall notify Borrowers and Agent thereof. In the Participated case of a Canadian Dollar Letter of Credit, Borrowers shall reimburse the L/C Honor DateIssuer in Canadian Dollars, unless (A) the Administrative Agent shall notify each Lender of the applicable L/C DisbursementIssuer (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, Borrowers shall have notified the L/C Issuer promptly following receipt of the notice of drawing that Borrowers will reimburse the L/C Issuer in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Canadian Dollar Letter of Credit, the payment then due from L/C Issuer shall notify Borrowers of the Borrower in respect thereof and Dollar Equivalent of the amount of such Lender’s Ratable Share the drawing promptly following the determination thereof. Each Lender Not later than 11:00 a.m. on the date of any payment by the L/C Issuer under a Letter of Credit or a Canadian Dollar Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by the L/C Issuer under a Canadian Dollar Letter of Credit to be reimbursed in Canadian Dollars (each such date, an “Honor Date”), Borrowers shall upon such notice make funds available to reimburse the Administrative L/C Issuer through Agent in Dollars for the account of the Fronting Bank at the Payment Office in an amount equal to the amount of its Ratable Share of such drawing and in the unpaid applicable currency. If Borrowers fail to so reimburse the L/C Disbursement Issuer by such time, Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Canadian Dollar Letter of Credit) (the “Unreimbursed Amount”), and the amount of such amountLender’s Applicable Percentage thereof. In such event, its “Borrowers shall be deemed to have requested a Committed Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by the L/C Advance”) not later than 2:00 p.m. on the Business Day specified in such notice by the Administrative Agent. No such making of an L/C Advance shall relieve Issuer or otherwise impair the obligation of the Borrower to reimburse the Fronting Bank for the amount of any payment made by the Fronting Bank under such Participated Letter of Credit, together with interest as provided herein. If any Lender fails to make available to the Administrative Agent for the account of the Fronting Bank any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.5(b)(vi), the Fronting Bank shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Fronting Bank at a rate per annum equal to the Federal Funds Rate from time to time in effect. A certificate of the Fronting Bank submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.5(b)(vi) shall be conclusive absent manifest error. Until a Lender funds its L/C Advance pursuant to this Section 2.5(b)(vi2.03(c)(i) to reimburse may be given by telephone if immediately confirmed in writing; provided that the Fronting Bank for any L/C Disbursement made by it, interest in respect lack of such Lender’s L/C Advance an immediate confirmation shall be solely for not affect the account conclusiveness or binding effect of the Fronting Banksuch notice.

Funding of Participations. If 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 promptly examine the documents presented relevant to such drawing and shall notify the applicable Borrower shall fail to reimburse the Fronting Bank for any L/C Disbursement on the Participated L/C Honor Date, and the Administrative Agent shall notify each Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof and the amount of such Lender’s Ratable Share thereof. Each Lender Not later than 1:00 p.m., New York City time, on the Business Day following the Business Day on which such Borrower shall upon have received such notice make funds available to notice, such Borrower shall reimburse such Issuing Bank through the Administrative Agent in Dollars for the account of the Fronting Bank at the Payment Office in an amount equal to the amount of its Ratable Share such drawing and in the currency of such drawing. If the applicable Borrower fails to so reimburse such Issuing Bank by such time, (A) if such payment relates to a Letter of Credit denominated in an Alternative Currency, automatically and with no further action required, the obligations of the unpaid L/C applicable Borrower to reimburse the applicable LC Disbursement shall be permanently converted into an obligation to reimburse the Dollar Equivalent, calculated using the Exchange Rate on the applicable LC Participation Calculation Date, of such LC Disbursement and (such amountB) in the case of each other LC Disbursement, its the Administrative Agent shall promptly notify each applicable Revolving Lender of the amount of the unreimbursed drawing (the “L/C AdvanceUnreimbursed Amount”) not later than 2:00 p.m. and the amount of such Revolving Lender’s Applicable Percentage thereof. In such event in the prior clause (B), the applicable Borrower shall be deemed to have requested a Base Rate Revolving Loan to be disbursed on such date of notice in an amount equal to the Business Day Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the applicable Class of Revolving Commitments and the conditions set forth in Section 4.04 (other than the delivery of a Borrowing Notice). Any notice given by the applicable Issuing Bank or the Administrative Agent pursuant to this Section 2.05(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such notice an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. If the applicable Borrower’s reimbursement of, or obligation to reimburse, any amounts in any Alternative Currency would subject the Administrative Agent, the applicable Issuing Bank or any Revolving Lender to any stamp duty, ad valorem charge or similar Tax that would not be payable if such reimbursement were made or required to be made in Dollars, such Borrower shall pay the amount of any such Tax requested by the Administrative Agent. No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the Fronting Bank for the amount of any payment made by the Fronting Bank under such Participated Letter of Credit, together with interest as provided herein. If any Lender fails to make available to the Administrative Agent for the account of the Fronting Bank any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.5(b)(vi), the Fronting Bank shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date Issuing Bank or such payment is required to the date on which such payment is immediately available to the Fronting Bank at a rate per annum equal to the Federal Funds Rate from time to time in effect. A certificate of the Fronting Bank submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.5(b)(vi) shall be conclusive absent manifest error. Until a Lender funds its L/C Advance pursuant to this Section 2.5(b)(vi) to reimburse the Fronting Bank for any L/C Disbursement made by it, interest in respect of such Revolving Lender’s L/C Advance shall be solely for the account of the Fronting Bank.

Funding of Participations. If Upon receipt from the Borrower shall fail to reimburse the Fronting Bank for beneficiary of any L/C Disbursement on the Participated L/C Honor DateLetter of Credit of any notice of drawing under such Letter of Credit, the Administrative Agent shall notify each Lender of the applicable L/C DisbursementIssuer shall examine all documents purporting to represent a demand for payment under such Letter of Credit within the period stipulated by the terms and conditions of such Letter of Credit. After such examination, the payment then due from applicable L/C Issuer shall notify the Borrower in respect thereof and the amount of such Lender’s Ratable Share thereof. Each Lender shall upon such notice make funds available to the Administrative Agent in Dollars for thereof. Not later than 11:00 a.m. on the account date of any payment by the Fronting Bank at applicable L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), or if the Payment Office Borrower receives notice of such drawing after 11:00 a.m. on the Honor Date, not later than 10:00 a.m. on the first (1st) Business Day following the Honor Date (each such date, a “Reimbursement Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of its Ratable Share of such drawing. If the unpaid Borrower fails to so reimburse the applicable L/C Disbursement Issuer by such time, the Administrative Agent shall promptly notify each Revolving Lender of the Reimbursement Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such amountLender’s Applicable Percentage thereof. In such event, its “the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the conditions set forth in Section 5.02 (other than the delivery of a Loan Notice) and provided, that, after giving effect to such Borrowing, the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments. The Borrower shall pay the applicable L/C Advance”) not later than 2:00 p.m. Issuer interest on any Unreimbursed Amount from the Business Day specified in date of any payment by such notice by the Administrative Agent. No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the Fronting Bank for the amount of any payment made by the Fronting Bank Issuer under such Participated a Letter of Credit, together with to the Reimbursement Date at the rate of interest as provided hereinthen applicable to Base Rate Loans. If Any notice given by any Lender fails to make available to L/C Issuer or the Administrative Agent for the account of the Fronting Bank any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.5(b)(vi), the Fronting Bank shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Fronting Bank at a rate per annum equal to the Federal Funds Rate from time to time in effect. A certificate of the Fronting Bank submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.5(b)(vi) shall be conclusive absent manifest error. Until a Lender funds its L/C Advance pursuant to this Section 2.5(b)(vi2.03clause (c)(i) to reimburse may be given by telephone if immediately confirmed in writing; provided, that, the Fronting Bank for any L/C Disbursement made by it, interest in respect lack of such Lender’s L/C Advance an immediate confirmation shall be solely for not affect the account conclusiveness or binding effect of the Fronting Banksuch notice.