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. If (i) 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 Issuer shall notify the Borrowers and the Administrative Agent thereof. Not later than 8:00 a.m. on the Participated date of any payment by the L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), the Borrowers shall reimburse the L/C Issuer through 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 such drawing provided, that the Borrower has received notice of such payment by 10:00 a.m. on such Honor Date, otherwise the Borrower shall make such payment not later than 11:00 a.m. on the following Business Day (together with interest thereon); provided, however, the Designated Borrower shall not be obligated to reimburse more than the Designated Borrower Share of such Letter of Credit. If the unpaid Borrowers fail to so reimburse the L/C Disbursement (Issuer by such amounttime, 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 Agent shall relieve or otherwise impair the obligation promptly notify each Revolving Lender of the Borrower to reimburse the Fronting Bank for Honor Date, the amount of any payment made the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Revolving Lender’s Applicable Revolving Percentage thereof. In such event, the Borrowers shall be deemed to have requested a Revolving Borrowing of Base Rate Loans (provided that in no event shall such Base Rate Loan be deemed to be a Revolving Borrowing by the Fronting Bank under such Participated Designated Borrower unless the applicable Letter of Credit, together with interest as provided herein. If any Lender fails to make available to the Administrative Agent Credit was requested by and for the account of the Fronting Bank any amount required Designated Borrower) to be paid by such Lender pursuant to disbursed on 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 Honor Date in an 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 Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate from time Loans, but subject to time in effect. A certificate the amount of the Fronting Bank submitted to any Lender unutilized portion of the Revolving Commitments and the conditions set forth in Section 4.02 (through other than the Administrative Agent) delivery of a Loan Notice). If the Unreimbursed Amount is paid on the Honor Date with respect to any amounts owing under this Section 2.5(b)(vi) a Revolving Loan, no Default shall be conclusive absent manifest errordeemed to have occurred. Until a Lender funds its Any notice given by the L/C Advance Issuer or the Administrative Agent 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. (i) If the Borrower shall fail to reimburse the Fronting Bank for any a US L/C Disbursement on Issuer shall make any payment pursuant to a Letter of Credit, it shall promptly notify the Participated L/C Honor Date, US Facility Borrower and the Administrative Agent shall notify each Lender of the applicable L/C Disbursementthereof, 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 amountUS Facility Borrower shall, its “L/C Advance”) not later than 2:00 p.m. on the Business Day specified in immediately following the day that the US Facility Borrower receives notice of such notice by payment, reimburse the Administrative Agent. No such making of an applicable US L/C Advance shall relieve or otherwise impair Issuer through the obligation of the Borrower Administrative Agent in an amount equal to reimburse the Fronting Bank for the amount of such payment; provided that, if prior to 10:00 a.m. on the date such reimbursement is due, the Administrative Agent shall not have received notice from the US Facility Borrower that the US Facility Borrower shall reimburse such payment when due, the US Facility Borrower shall be deemed, without notice or any payment made by further action, to have irrevocably requested, at such time and in accordance with Section 2.02 (but without regard to the Fronting Bank under minimum and multiples for the principal amount of US Committed Borrowings specified therein), that, subject to the first proviso set forth in Section 2.01 and the conditions set forth in Section 6.02, the US Lenders make, on the date such Participated Letter reimbursement is due, US Base Rate Committed Loans in the amount of Creditsuch reimbursement, together with interest as provided herein. If any Lender fails to and that the Administrative Agent make the proceeds thereof 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 applicable US L/C Advance pursuant to this Section 2.5(b)(vi) Issuer. The US Facility Borrower’s obligation to reimburse such payment shall, to the Fronting Bank for any L/C Disbursement made extent such reimbursement is so financed, be discharged and replaced by it, interest in respect of such Lender’s L/C Advance shall be solely for the account of the Fronting Bankresulting US Base Rate Committed Loans.

Funding of Participations. (i) 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. In such event, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans to be disbursed on the 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 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 Outstandings shall not exceed the Aggregate Commitments. Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each Lender shall upon such any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) to the Administrative Agent in Dollars for the account of the Fronting Bank L/C Issuer at the Payment Administrative Agent’s Office in an amount equal to the amount of its Ratable Share Applicable Percentage of the unpaid L/C Disbursement (such amount, its “L/C Advance”) Unreimbursed Amount not later than 2:00 p.m. 11:00 a.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. No such making of an The Administrative Agent shall remit the funds so received to the 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 BankIssuer.

Funding of Participations. If (i) 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 (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 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 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. (i) 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. In such event, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans to be disbursed on the 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 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 Outstandings shall not exceed the Aggregate Commitments. Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each Lender shall upon such any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) to the Administrative Agent in Dollars for the account of the Fronting Bank L/C Issuer at the Payment Administrative Agent’s Office in an amount equal to the amount of its Ratable Share Applicable Percentage of the unpaid L/C Disbursement (such amount, its “L/C Advance”) Unreimbursed Amount not later than 2:00 p.m. 11:00 a.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. No such making The Administrative Agent shall remit the funds so received to the L/C Issuer. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing of Base Rate Loans because the conditions set forth in Section 5.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the L/C Issuer an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the Fronting Bank for Borrowing in the amount of any payment made by the Fronting Bank under such Participated Letter of CreditUnreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest as provided hereinat the Default Rate. If any Lender fails to make available In such event, each Lender’s payment to the Administrative Agent for the account of the Fronting Bank any amount required to be paid by such Lender L/C Issuer 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)(vi2.03(c)(ii) shall be conclusive absent manifest error. Until a Lender funds deemed payment in respect of its participation in such 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.Borrowing

Funding of Participations. If the Borrower shall fail to reimburse the Fronting any Issuing Bank for any L/C Disbursement on by the Participated L/C Honor Datetime required in Section 2.3(d)(ii), the Administrative Agent shall notify each Lender of the applicable L/C Disbursement, the payment Reimbursement Obligation then due from the Borrower in respect thereof and the amount of such Lender’s Ratable Share Applicable Percentage thereof. Each Lender shall upon such notice make funds available to the Administrative Agent in Dollars for the account of the Fronting applicable Issuing Bank at the Payment Office in an amount equal to the amount of its Ratable Share Applicable Percentage 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 applicable Issuing Bank for the amount of any payment made by the Fronting such Issuing 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 any Issuing Bank any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.5(b)(vi2.3(e), the Fronting such Issuing 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 such Issuing Bank at a rate per annum equal to the greater of the Federal Funds Rate in effect from time to time and a rate determined by such Issuing Bank in effectaccordance 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. A certificate of the Fronting any Issuing Bank submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.5(b)(vi2.3(e) shall be conclusive absent manifest error. Until a Lender funds its L/C Advance pursuant to this Section 2.5(b)(vi2.5(e) to reimburse the Fronting applicable Issuing 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 such Issuing Bank.

Funding of Participations. If (i) 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 (i) 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 Issuer shall notify Borrower and Agent thereof. Not later than 11:00 a.m. on the Participated Business Day after the date of any payment by the L/C Issuer under a Letter of Credit (each such date of payment, an “Honor Date”), Borrower shall reimburse 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 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 such drawing plus accrued interest on the amount of such drawing (which interest shall accrue from the unpaid Honor Date to the time of reimbursement as if the amount of such drawing were a Base Rate Loan). If Borrower fails 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 (the “Unreimbursed Amount”), and the amount of such amountLender’s Pro Rata Share thereof. In such event, its “L/C Advance”) not later than 2:00 p.m. Borrower shall be deemed to have requested a Committed Borrowing of Base Rate Loans to be disbursed on the Business Day after the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in such Section 2.2 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 4.2 (other than the delivery of a Committed Loan Notice). Any notice given 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)(vi2.3(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 the Borrower shall fail to reimburse the Fronting Bank for any L/C Disbursement on reason an advance under the Participated L/C Honor DateLoan may not be (as determined in the sole discretion of Administrative Agent), or is not, made in accordance with the Administrative Agent shall notify foregoing provisions, then each Lender of (other than the applicable L/C Disbursement, Issuing Bank) shall be obligated to fund the payment then due from the Borrower in respect thereof and the amount of participation that such Lender’s Ratable Share thereof. Each Lender shall upon such notice make funds available purchased pursuant to the Administrative Agent in Dollars for the account of the Fronting Bank at the Payment Office subsection 2.18(a) in an amount equal to its Pro Rata Share of such LC Disbursement on and as of the date which such advance should have been made. Each Lender’s obligation to fund its participation shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any setoff, counterclaim, recoupment, defense or other right that such Lender or any other Person may have against the Issuing Bank or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of the Commitments, (iii) any adverse change in the condition (financial or otherwise) of Borrower, (iv) any breach of this Agreement by Borrower or any other Lender, (v) any amendment, renewal or extension of any Letter of Credit or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. On the date that such participation is required to be funded, each Lender shall promptly transfer, in immediately available funds, 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 participation 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 Issuing Bank. Whenever, at any time after the Issuing Bank has received from any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.5(b)(vi)funds for its participation in a LC Disbursement, the Fronting Issuing Bank shall be entitled (or Administrative Agent on its behalf) receives any payment on account thereof, Administrative Agent or the Issuing Bank, as the case may be, will distribute to recover from such Lender (acting through the Administrative Agent)its Pro Rata Share of such payment; provided, on demand, such amount with interest thereon for the period from the date that if 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 returned for any L/C Disbursement made reason to Borrower or to a trustee, receiver, liquidator, custodian or similar official in any bankruptcy proceeding, such Lender will return to Administrative Agent or the Issuing Bank any portion thereof previously distributed by Administrative Agent or the Issuing Bank to 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 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 (i) Upon any drawing under any Letter of Credit, the L/C Issuer shall notify the Borrower and the Administrative Agent of the amount to be paid by the L/C Issuer as a result of such drawing and the date on which payment is to be made by the L/C Issuer to the beneficiary of such Letter of Credit in respect of such drawing; provided, however, that in the case of Commercial Letters of Credit, subsequent notification by routine methods shall be deemed sufficient notice. Not later than 11:00 a.m., on the date of any payment by the L/C Issuer under a Letter of Credit (each such date of payment, an “Honor Date”), the Borrower shall fail to reimburse the Fronting Bank for any L/C Disbursement on the Participated L/C Honor Date, Issuer through 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 such drawing, which may be effected through the debiting of one or more deposit accounts maintained with the unpaid Administrative Agent. If the Borrower fails to so reimburse the L/C Disbursement Issuer by such time, the Administrative Agent shall promptly notify each Revolving Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such amount, its “Revolving Lender’s L/C Advance”Risk Participation with respect thereto. In such event, the Borrower shall be deemed to have requested a Revolving Loan Borrowing of Base Rate Loans to be disbursed on the Business Day following the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.01 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Total Revolving Loan Commitment and the conditions set forth in Section 3.02 (other than the delivery of a Notice of Loan Borrowing for Revolving Loans). Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.02(c)(i) may be given by telephone if immediately confirmed in writing; provided, that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each Revolving Lender (including the Revolving Lender acting as L/C Issuer) shall upon any notice pursuant to Section 2.02(c)(i) make funds available to the Administrative Agent for the account of the L/C Issuer at the Administrative Agent’s office in an amount equal to its L/C Risk Participation with respect to the Unreimbursed Amount not later than 2:00 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.02(c)(iii), each Revolving Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. No such making of The Administrative Agent shall remit the funds so received to the L/C Issuer. (iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Loan Borrowing because the conditions set forth in Section 3.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the L/C Issuer an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the Fronting Bank for Borrowing in the amount of any payment made by the Fronting Bank under such Participated Letter of CreditUnreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest as provided hereinat the rate applicable to Revolving Loans upon the occurrence and during the continuance of an Event of Default. If any Lender fails to make available In such event, each Revolving Lender’s payment 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 Issuer pursuant to this Section 2.5(b)(vi2.02(c)(ii) 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.be

Funding of Participations. If the Borrower shall fail to reimburse the Fronting Bank for (i) Upon any L/C Disbursement on the Participated L/C Honor Datedrawing under any 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 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 thereof. If a payment is made 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 interest as provided herein. If any Lender fails to make available to the Borrower shall reimburse the such L/C Issuer through 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)not later than 12:00 noon, the Fronting Bank shall be entitled to recover from such Lender (acting through the Administrative Agent)New York, New York time, on demand, such amount with interest thereon for the period from the date such payment under such Letter of Credit is required to made (the date on which “Honor Date”), if the Borrower shall have received notice of such payment prior to 10:00 a.m., New York, New York time, on the Honor Date, or if such notice has not been received by the Borrower prior to such time on the Honor Date, then not later than 12:00 noon, New York, New York time, on (A) the Business Day that the Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York, New York time, on the day of receipt, or (B) the Business Day immediately available following the day that the Borrower receives such notice, if such notice is not received prior to such time on the Fronting Bank day of receipt. Any such reimbursement by the Borrower which is made after the Honor Date shall be made together with interest on the amount disbursed from and including the Honor Date until payment in full of such disbursed amount, at a varying rate per annum equal to the Federal Funds then applicable interest rate for Base Rate from time to time in effect. A certificate of the Fronting Bank submitted to any Lender (Loans through the Administrative Agent) with respect date that payment is due to any amounts owing under be made pursuant to this Section 2.5(b)(vi) shall be conclusive absent manifest errorSection, and thereafter, at the Default Rate applicable to Base Rate Loans. Until a Lender funds its If the Borrower fails to so reimburse the an L/C Advance pursuant to Issuer by the time required by the terms of this Section 2.5(b)(vi) to reimburse clause (i), the Fronting Bank for any L/C Disbursement made by it, interest in respect Administrative Agent shall promptly notify each Lender of such Lender’s L/C Advance shall be solely for the account of the Fronting Bank.the

Funding of Participations. If (i) 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.

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 (J) 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 in Dollars for thereof. Not later than 10:00 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”); provided that the Payment Office Borrower has received notice of such drawing by 10:00 a.m. on such Honor Date (and if notice is received after 10:00 a.m., then on the next Business Day following such receipt), 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 Lender of the Honor 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 Revolving Credit 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 Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Revolving Credit Loan Notice). Any notice given by the applicable L/C Advance”Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. Each Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the applicable L/C Issuer at the Administrative Agent’s Office in an amount equal to its Applicable Percentage of the Unreimbursed Amount not later than 2:00 p.m. 12:00 noon on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to such L/C Issuer. With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit 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 applicable L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Lender’s payment to the Administrative Agent for the account of such 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. Until each Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the applicable L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Percentage of such amount shall be solely for the account of such L/C Issuer. Each Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse the applicable L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against such L/C Issuer, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Revolving Credit Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the Fronting Bank applicable L/C Issuer for the amount of any payment made by the Fronting Bank such L/C Issuer under such Participated any 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 applicable L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.5(b)(vi2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the Fronting Bank other provisions of this Agreement, such 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 Fronting Bank such L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate from time to time and a rate determined by such L/C Issuer in effectaccordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by such L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan included in the relevant Revolving Credit Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the Fronting Bank such L/C Issuer submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.5(b)(vi2.03(c)(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 (i) 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 in Dollars for thereof. Not later than 1:00 p.m. (or if the account notice of drawing on such Letter of Credit is given after 11:00 a.m., then not later than 12:00 noon on the Fronting Bank at next succeeding Business Day on the Payment Office date of any payment by such L/C Issuer under a Letter of Credit (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. If the unpaid Borrower fails to so reimburse such L/C Disbursement Issuer by such time, the Administrative Agent shall promptly notify each Revolving Credit Lender of the Honor Date, the amount of the unreimbursed drawing (the "UNREIMBURSED AMOUNT"), and the amount of such amountRevolving Credit Lender's Pro Rata Share thereof. In such event, its “the Borrower shall be deemed to have requested a Revolving Credit 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 Revolving Credit Commitments and the absence of a Default under SECTION 8.01(f) or 8.01(g). Any notice given by such 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)(viSECTION 2.03(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.