Common use of Letter of Credit Payments; Funding of a Loan Clause in Contracts

Letter of Credit Payments; Funding of a Loan. (a) If any draft shall be presented or other demand for payment shall be made under any Letter of Credit, the applicable Fronting Bank will use its best efforts to notify the Borrower and the Agent (who will use its best efforts to promptly notify each of the Revolving Credit Banks), on or before the date such Fronting Bank intends to honor such drawing, of the date and amount of the draft presented or demand for payment and of the date and time when it expects to pay such draft or honor such demand for payment and, except to the extent the amount of such draft becomes a Revolving Credit Loan as set forth in this §3.3, the Borrower shall reimburse the Agent, as set forth in §3.2. Notwithstanding anything contained in §3.2 or this §3.3 to the contrary, however, unless the Borrower shall have notified the Agent and the applicable Fronting Bank prior to 11:00 a.m. on the Business Day immediately prior to the date of such drawing that the Borrower intends to reimburse such Fronting Bank for the amount of such drawing with funds other than the proceeds of Revolving Credit Loans, subject to satisfaction of the conditions set forth in §§2.4 and 13 (other than delivery to the Agent of a Completed Loan Request), the Borrower shall be deemed to have timely given a Completed Loan Request pursuant to §2.4 to the Agent, requesting a Base Rate Loan on the date on which such drawing is honored and in an amount equal to the amount of such drawing (or in an amount equal to the Dollar Equivalent of such drawing in the case of a Letter of Credit denominated in an Alternative Currency), without regard to the minimum and multiples specified in §2.4(i) for the principal amount of Revolving Credit Loans. The Borrower may thereafter convert any such Base Rate Loan to a Revolving Credit Loan of another Type in accordance with §2.5. Each Fronting Bank is irrevocably authorized by the Borrower and each of the Revolving Credit Banks to honor draws on each Letter of Credit issued by it by the beneficiary thereof in accordance with the terms of such Letter of Credit. Each Revolving Credit Bank, the Agent and the Borrower agree that, in paying any drawing under a Letter of Credit, no Fronting Bank shall have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. In furtherance of the foregoing and the provisions of §3.4, and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the applicable Fronting Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit. (b) With respect to any payment under any Letter of Credit that is not fully refinanced by a Base Rate Loan because the conditions set forth in §13 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the Fronting Bank that issued such Letter of Credit a Reimbursement Obligation in the amount that is not so refinanced, which Reimbursement Obligation shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate from and after the date that is five (5) Business Days after the date of such demand. In such event, each Revolving Credit Bank’s payment to the Agent for the account of the applicable Fronting Bank pursuant to §3.3(c) shall be deemed payment in respect of its participation in such Reimbursement Obligation and shall constitute an advance from such Bank in satisfaction of its participation obligation pursuant to §3.1.4 (a “Letter of Credit Participation”); provided, however, that, in all cases subject to §5.12.1(d), in respect of any payment under a Letter of Credit, the maximum amount that any Revolving Credit Bank shall be required to fund, whether as a Base Rate Loan pursuant to §3.3(a) or as a participation in a Reimbursement Obligation pursuant to this §3.3(b), shall not exceed such Revolving Credit Bank’s Commitment Percentage of such payment. (c) If the Borrower is deemed to have requested a Revolving Credit Loan pursuant to §3.3(a) or has incurred a Reimbursement Obligation pursuant to §3.3(b), the Agent shall promptly notify each Revolving Credit Bank of 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) and the amount of such Revolving Credit Bank’s Commitment Percentage thereof. Each Revolving Credit Bank shall, upon receipt of any such notice and in accordance with §2.6, make available on the Business Day specified in such notice by the Agent, in Dollars, such Revolving Credit Bank’s Commitment Percentage of such unreimbursed drawing at the Agent’s Funding Office for Dollar denominated payments (and the Agent may apply Cash Collateral provided for this purpose), the proceeds of which shall be applied directly by the Agent to reimburse the applicable Fronting Bank in Dollars for such amount. Until each Revolving Credit Bank funds its Commitment Percentage pursuant to this §3.3(c) to reimburse such Fronting Bank for any amount drawn under any Letter of Credit, interest in respect of such Revolving Credit Bank’s Commitment Percentage of such amount shall be solely for the account of such Fronting Bank. (d) If any Revolving Credit Bank fails to make available to the Agent for the account of a Fronting Bank any amount required to be paid by such Bank pursuant to §3.3(c), then, without limiting the other provisions of this Agreement, such Fronting Bank shall be entitled to recover from such Bank (acting through the Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such Fronting Bank at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by such Fronting Bank in connection with the foregoing. If such Revolving Credit Bank pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Revolving Credit Bank’s Commitment Percentage included in the relevant Revolving Credit Loan or Reimbursement Obligation, as the case may be. A certificate of such Fronting Bank submitted to any Revolving Credit Bank (through the Agent) with respect to any amounts owing under this clause (d) shall be conclusive absent manifest error. (e) At any time after a Fronting Bank has made a payment under any Letter of Credit and has received from any Revolving Credit Bank such Bank’s Commitment Percentage of any Reimbursement Obligation in respect of such payment in accordance with §3.3(c), if the Agent receives for the account of such Fronting Bank any payment in respect of the related Reimbursement Obligation or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Agent), the Agent will distribute to such Revolving Credit Bank its Commitment Percentage thereof in Dollars and in the same funds as those received by the Agent. If any payment received by the Agent for the account of a Fronting Bank pursuant to this §3.3(e) is required to be returned under any of the circumstances described in §18 (including pursuant to any settlement entered into by such Fronting Bank in its discretion), each Revolving Credit Bank shall pay to the Agent for the account of such Fronting Bank its Commitment Percentage thereof on demand of the Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Revolving Credit Bank, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Revolving Credit Banks under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Letter of Credit Payments; Funding of a Loan. (a) If any draft shall be presented or other demand for payment shall be made under any Letter of Credit, the applicable Fronting Bank will use its best efforts to shall notify the Borrower and the Agent (who will use its best efforts to promptly notify each of the Revolving Credit Banks), on or before the date such Fronting Bank intends to honor such drawing, Lenders of the date and amount of the draft presented or demand for payment and of the date and time when it expects to pay such draft or honor such demand for payment payment, and, except to the extent the amount of such draft becomes a Revolving Credit Loan as set forth provided in this §3.3, the Borrower shall reimburse the Administrative Agent, as set forth in §3.23.2 above. Notwithstanding anything contained in §3.2 above or this §3.3 to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the applicable Fronting Bank prior to 11:00 a.m. (New York time) on the Business Day immediately prior to the date of such drawing that the Borrower intends to reimburse such the Fronting Bank for the amount of such drawing with funds other than the proceeds of Revolving Credit the Loans, subject to satisfaction of the conditions set forth in §§2.4 and 13 (other than delivery to the Agent of a Completed Loan Request), the Borrower shall be deemed to have timely given a Completed Revolving Credit Loan Request pursuant to §2.4 2.5 to the Administrative Agent, requesting a Alternate Base Rate Loan on the date on which such drawing is honored and in an amount equal to the amount of such drawing (or in an amount equal to the Dollar Equivalent of such drawing in the case of a Letter of Credit denominated in an Alternative Currency), without regard to the minimum and multiples specified in §2.4(i) for the principal amount of Revolving Credit Loansdrawing. The Borrower may thereafter convert any such Alternate Base Rate Loan to a Revolving Credit Loan of another Type in accordance with §2.52.6. Each Lender shall, in accordance with §2.7, make available such Lender’s Commitment Percentage of such Revolving Credit Loan to the Administrative Agent, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Fronting Bank for the amount of such draw. In the event that any Lender fails to make available to the Administrative Agent the amount of such Lender’s Commitment Percentage of such Revolving Credit Loan on the date of the drawing, the Administrative Agent shall be entitled to recover such amount on demand from such Lender plus any additional amounts payable under §2.7(b) in the event of a late funding by a Lender. The Fronting Bank is irrevocably authorized by the Borrower and each of the Revolving Credit Banks Lenders to honor draws on each Letter of Credit issued by it by the beneficiary thereof in accordance with the terms of such the Letter of Credit. Each Revolving Credit Bank, The responsibility of the Agent Fronting Bank to the Borrower and the Borrower agree that, in paying any drawing Lenders shall be only to determine that the documents (including each draft) delivered under a each Letter of Credit, no Fronting Bank Credit in connection with such presentment shall have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. In furtherance of the foregoing and the provisions of §3.4, and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance conformity in all material respects with the terms of a Letter of Credit, the applicable Fronting Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit. (b) With respect to any payment under any Letter of Credit that is not fully refinanced by a Base Rate Loan because the conditions set forth in §13 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the Fronting Bank that issued such Letter of Credit a Reimbursement Obligation in the amount that is not so refinanced, which Reimbursement Obligation shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate from and after the date that is five (5) Business Days after the date of such demand. In such event, each Revolving Credit Bank’s payment to the Agent for the account of the applicable Fronting Bank pursuant to §3.3(c) shall be deemed payment in respect of its participation in such Reimbursement Obligation and shall constitute an advance from such Bank in satisfaction of its participation obligation pursuant to §3.1.4 (a “Letter of Credit Participation”); provided, however, that, in all cases subject to §5.12.1(d), in respect of any payment under a Letter of Credit, the maximum amount that any Revolving Credit Bank shall be required to fund, whether as a Base Rate Loan pursuant to §3.3(a) or as a participation in a Reimbursement Obligation pursuant to this §3.3(b), shall not exceed such Revolving Credit Bank’s Commitment Percentage of such payment. (c) If the Borrower is deemed to have requested a Revolving Credit Loan pursuant to §3.3(a) or has incurred a Reimbursement Obligation pursuant to §3.3(b), the Agent shall promptly notify each Revolving Credit Bank of 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) and the amount of such Revolving Credit Bank’s Commitment Percentage thereof. Each Revolving Credit Bank shall, upon receipt of any such notice and in accordance with §2.6, make available on the Business Day specified in such notice by the Agent, in Dollars, such Revolving Credit Bank’s Commitment Percentage of such unreimbursed drawing at the Agent’s Funding Office for Dollar denominated payments (and the Agent may apply Cash Collateral provided for this purpose), the proceeds of which shall be applied directly by the Agent to reimburse the applicable Fronting Bank in Dollars for such amount. Until each Revolving Credit Bank funds its Commitment Percentage pursuant to this §3.3(c) to reimburse such Fronting Bank for any amount drawn under any Letter of Credit, interest in respect of such Revolving Credit Bank’s Commitment Percentage of such amount shall be solely for the account of such Fronting Bank. (d) If any Revolving Credit Bank fails to make available to the Agent for the account of a Fronting Bank any amount required to be paid by such Bank pursuant to §3.3(c), then, without limiting the other provisions of this Agreement, such Fronting Bank shall be entitled to recover from such Bank (acting through the Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such Fronting Bank at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by such Fronting Bank in connection with the foregoing. If such Revolving Credit Bank pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Revolving Credit Bank’s Commitment Percentage included in the relevant Revolving Credit Loan or Reimbursement Obligation, as the case may be. A certificate of such Fronting Bank submitted to any Revolving Credit Bank (through the Agent) with respect to any amounts owing under this clause (d) shall be conclusive absent manifest error. (e) At any time after a Fronting Bank has made a payment under any Letter of Credit and has received from any Revolving Credit Bank such Bank’s Commitment Percentage of any Reimbursement Obligation in respect of such payment in accordance with §3.3(c), if the Agent receives for the account of such Fronting Bank any payment in respect of the related Reimbursement Obligation or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Agent), the Agent will distribute to such Revolving Credit Bank its Commitment Percentage thereof in Dollars and in the same funds as those received by the Agent. If any payment received by the Agent for the account of a Fronting Bank pursuant to this §3.3(e) is required to be returned under any of the circumstances described in §18 (including pursuant to any settlement entered into by such Fronting Bank in its discretion), each Revolving Credit Bank shall pay to the Agent for the account of such Fronting Bank its Commitment Percentage thereof on demand of the Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Revolving Credit Bank, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Revolving Credit Banks under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Letter of Credit Payments; Funding of a Loan. (a) If any draft shall be presented or other demand for payment shall be made under any Letter of Credit, the applicable Fronting Bank will use its best efforts to shall notify the Borrower and the Agent (who will use its best efforts to promptly notify each of the Revolving Credit Banks), on or before the date such Fronting Bank intends to honor such drawing, Lenders of the date and amount of the draft presented or demand for payment and of the date and time when it expects to pay such draft or honor such demand for payment payment, and, except to the extent the amount of such draft becomes a Revolving Credit Loan as set forth provided in this §Section 3.3, the Borrower shall reimburse the Administrative Agent, as set forth in §3.2Section 3.2 above. Notwithstanding anything contained in §Section 3.2 above or this §Section 3.3 to the contrary, however, unless the Borrower shall have notified the Administrative Agent and the applicable Fronting Bank prior to 11:00 a.m. (New York time) on the Business Day immediately prior to the date of such drawing that the Borrower intends to reimburse such the Fronting Bank for the amount of such drawing with funds other than the proceeds of Revolving Credit the Loans, subject to satisfaction of the conditions set forth in §§2.4 and 13 (other than delivery to the Agent of a Completed Loan Request), the Borrower shall be deemed to have timely given a Completed Revolving Credit Loan Request pursuant to §2.4 Section 2.5 to the Administrative Agent, requesting a Alternate Base Rate Loan on the date on which such drawing is honored and in an amount equal to the amount of such drawing (or in an amount equal to the Dollar Equivalent of such drawing in the case of a Letter of Credit denominated in an Alternative Currency), without regard to the minimum and multiples specified in §2.4(i) for the principal amount of Revolving Credit Loansdrawing. The Borrower may thereafter convert any such Alternate Base Rate Loan to a Revolving Credit Loan of another Type in accordance with §2.5Section 2.6. Each Lender shall, in accordance with Section 2.7, make available such Lender's Commitment Percentage of such Revolving Credit Loan to the Administrative Agent, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the Fronting Bank for the amount of such draw. In the event that any Lender fails to make available to the Administrative Agent the amount of such Lender's Commitment Percentage of such Revolving Credit Loan on the date of the drawing, the Administrative Agent shall be entitled to recover such amount on demand from such Lender plus any additional amounts payable under Section 2.7(b) in the event of a late funding by a Lender. The Fronting Bank is irrevocably authorized by the Borrower and each of the Revolving Credit Banks Lenders to honor draws on each Letter of Credit issued by it by the beneficiary thereof in accordance with the terms of such the Letter of Credit. Each Revolving Credit Bank, The responsibility of the Agent Fronting Bank to the Borrower and the Borrower agree that, in paying any drawing Lenders shall be only to determine that the documents (including each draft) delivered under a each Letter of Credit, no Fronting Bank Credit in connection with such presentment shall have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. In furtherance of the foregoing and the provisions of §3.4, and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance conformity in all material respects with the terms of a Letter of Credit, the applicable Fronting Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit. (b) With respect to any payment under any Letter of Credit that is not fully refinanced by a Base Rate Loan because the conditions set forth in §13 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the Fronting Bank that issued such Letter of Credit a Reimbursement Obligation in the amount that is not so refinanced, which Reimbursement Obligation shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate from and after the date that is five (5) Business Days after the date of such demand. In such event, each Revolving Credit Bank’s payment to the Agent for the account of the applicable Fronting Bank pursuant to §3.3(c) shall be deemed payment in respect of its participation in such Reimbursement Obligation and shall constitute an advance from such Bank in satisfaction of its participation obligation pursuant to §3.1.4 (a “Letter of Credit Participation”); provided, however, that, in all cases subject to §5.12.1(d), in respect of any payment under a Letter of Credit, the maximum amount that any Revolving Credit Bank shall be required to fund, whether as a Base Rate Loan pursuant to §3.3(a) or as a participation in a Reimbursement Obligation pursuant to this §3.3(b), shall not exceed such Revolving Credit Bank’s Commitment Percentage of such payment. (c) If the Borrower is deemed to have requested a Revolving Credit Loan pursuant to §3.3(a) or has incurred a Reimbursement Obligation pursuant to §3.3(b), the Agent shall promptly notify each Revolving Credit Bank of 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) and the amount of such Revolving Credit Bank’s Commitment Percentage thereof. Each Revolving Credit Bank shall, upon receipt of any such notice and in accordance with §2.6, make available on the Business Day specified in such notice by the Agent, in Dollars, such Revolving Credit Bank’s Commitment Percentage of such unreimbursed drawing at the Agent’s Funding Office for Dollar denominated payments (and the Agent may apply Cash Collateral provided for this purpose), the proceeds of which shall be applied directly by the Agent to reimburse the applicable Fronting Bank in Dollars for such amount. Until each Revolving Credit Bank funds its Commitment Percentage pursuant to this §3.3(c) to reimburse such Fronting Bank for any amount drawn under any Letter of Credit, interest in respect of such Revolving Credit Bank’s Commitment Percentage of such amount shall be solely for the account of such Fronting Bank. (d) If any Revolving Credit Bank fails to make available to the Agent for the account of a Fronting Bank any amount required to be paid by such Bank pursuant to §3.3(c), then, without limiting the other provisions of this Agreement, such Fronting Bank shall be entitled to recover from such Bank (acting through the Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such Fronting Bank at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by such Fronting Bank in connection with the foregoing. If such Revolving Credit Bank pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Revolving Credit Bank’s Commitment Percentage included in the relevant Revolving Credit Loan or Reimbursement Obligation, as the case may be. A certificate of such Fronting Bank submitted to any Revolving Credit Bank (through the Agent) with respect to any amounts owing under this clause (d) shall be conclusive absent manifest error. (e) At any time after a Fronting Bank has made a payment under any Letter of Credit and has received from any Revolving Credit Bank such Bank’s Commitment Percentage of any Reimbursement Obligation in respect of such payment in accordance with §3.3(c), if the Agent receives for the account of such Fronting Bank any payment in respect of the related Reimbursement Obligation or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Agent), the Agent will distribute to such Revolving Credit Bank its Commitment Percentage thereof in Dollars and in the same funds as those received by the Agent. If any payment received by the Agent for the account of a Fronting Bank pursuant to this §3.3(e) is required to be returned under any of the circumstances described in §18 (including pursuant to any settlement entered into by such Fronting Bank in its discretion), each Revolving Credit Bank shall pay to the Agent for the account of such Fronting Bank its Commitment Percentage thereof on demand of the Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Revolving Credit Bank, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Revolving Credit Banks under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Letter of Credit Payments; Funding of a Loan. (a) If any draft shall be presented or other demand for payment shall be made under any Letter of Credit, the applicable Fronting Bank will use its best efforts to notify the Borrower and the Agent (who will use its best efforts to promptly notify each of the Revolving Credit Banks), on or before the date such the Fronting Bank intends to honor such drawing, of the date and amount of the draft presented or demand for payment and of the date and time when it expects to pay such draft or honor such demand for payment and, except to the extent the amount of such draft becomes a Revolving Credit Loan as set forth in this §3.3, the Borrower shall reimburse the Agent, as set forth in §3.2. Notwithstanding anything contained in §3.2 or this §3.3 to the contrary, however, unless the Borrower shall have notified the Agent and the applicable Fronting Bank prior to 11:00 a.m. (New York time) on the Business Day immediately prior to the date of such drawing that the Borrower intends to reimburse such Fronting Bank for the amount of such drawing with funds other than the proceeds of Revolving Credit Loans, subject to satisfaction of the conditions set forth in §§2.4 and 13 (other than delivery to the Agent of a Completed Loan Request), the Borrower shall be deemed to have timely given a Completed Loan Request pursuant to §2.4 to the Agent, requesting a Base Prime Rate Loan on the date on which such drawing is honored and in an amount equal to the amount of such drawing (or in an amount equal to the Dollar Equivalent of such drawing in the case of a Letter of Credit denominated in an Alternative Currency), without regard to the minimum and multiples specified in §2.4(i) for the principal amount of Revolving Credit Loansdrawing. The Borrower may thereafter convert any such Base Prime Rate Loan to a Revolving Credit Loan of another Type in accordance with §2.5. Each Bank shall, in accordance with §2.6, make available such Bank’s Commitment Percentage of such Revolving Credit Loan to Agent, the proceeds of which shall be applied directly by Agent to reimburse Fronting Bank for the amount of such draw. In the event that any Bank fails to make available to Agent the amount of such Bank’s Commitment Percentage of such Revolving Credit Loan on the date of any drawing, Agent shall be entitled to recover such amount on demand from such Bank plus any additional amounts payable under §2.6(b) in the event of a late funding by a Bank. The Fronting Bank is irrevocably authorized by the Borrower and each of the Revolving Credit Banks to honor draws on each Letter of Credit issued by it by the beneficiary thereof in accordance with the terms of such Letter of Credit. Each Revolving Credit Bank, The responsibility of the Agent to the Borrower and the Borrower agree that, in paying any drawing Banks shall be only to determine that the documents (including each draft) delivered under a each Letter of Credit, no Fronting Bank Credit in connection with such presentment shall have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. In furtherance of the foregoing and the provisions of §3.4, and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance conformity in all material respects with the terms of a Letter of Credit, the applicable Fronting Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit. (b) With respect to any payment under any Letter of Credit that is not fully refinanced by a Base Rate Loan because the conditions set forth in §13 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the Fronting Bank that issued such Letter of Credit a Reimbursement Obligation in the amount that is not so refinanced, which Reimbursement Obligation shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate from and after the date that is five (5) Business Days after the date of such demand. In such event, each Revolving Credit Bank’s payment to the Agent for the account of the applicable Fronting Bank pursuant to §3.3(c) shall be deemed payment in respect of its participation in such Reimbursement Obligation and shall constitute an advance from such Bank in satisfaction of its participation obligation pursuant to §3.1.4 (a “Letter of Credit Participation”); provided, however, that, in all cases subject to §5.12.1(d), in respect of any payment under a Letter of Credit, the maximum amount that any Revolving Credit Bank shall be required to fund, whether as a Base Rate Loan pursuant to §3.3(a) or as a participation in a Reimbursement Obligation pursuant to this §3.3(b), shall not exceed such Revolving Credit Bank’s Commitment Percentage of such payment. (c) If the Borrower is deemed to have requested a Revolving Credit Loan pursuant to §3.3(a) or has incurred a Reimbursement Obligation pursuant to §3.3(b), the Agent shall promptly notify each Revolving Credit Bank of 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) and the amount of such Revolving Credit Bank’s Commitment Percentage thereof. Each Revolving Credit Bank shall, upon receipt of any such notice and in accordance with §2.6, make available on the Business Day specified in such notice by the Agent, in Dollars, such Revolving Credit Bank’s Commitment Percentage of such unreimbursed drawing at the Agent’s Funding Office for Dollar denominated payments (and the Agent may apply Cash Collateral provided for this purpose), the proceeds of which shall be applied directly by the Agent to reimburse the applicable Fronting Bank in Dollars for such amount. Until each Revolving Credit Bank funds its Commitment Percentage pursuant to this §3.3(c) to reimburse such Fronting Bank for any amount drawn under any Letter of Credit, interest in respect of such Revolving Credit Bank’s Commitment Percentage of such amount shall be solely for the account of such Fronting Bank. (d) If any Revolving Credit Bank fails to make available to the Agent for the account of a Fronting Bank any amount required to be paid by such Bank pursuant to §3.3(c), then, without limiting the other provisions of this Agreement, such Fronting Bank shall be entitled to recover from such Bank (acting through the Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such Fronting Bank at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by such Fronting Bank in connection with the foregoing. If such Revolving Credit Bank pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Revolving Credit Bank’s Commitment Percentage included in the relevant Revolving Credit Loan or Reimbursement Obligation, as the case may be. A certificate of such Fronting Bank submitted to any Revolving Credit Bank (through the Agent) with respect to any amounts owing under this clause (d) shall be conclusive absent manifest error. (e) At any time after a Fronting Bank has made a payment under any Letter of Credit and has received from any Revolving Credit Bank such Bank’s Commitment Percentage of any Reimbursement Obligation in respect of such payment in accordance with §3.3(c), if the Agent receives for the account of such Fronting Bank any payment in respect of the related Reimbursement Obligation or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Agent), the Agent will distribute to such Revolving Credit Bank its Commitment Percentage thereof in Dollars and in the same funds as those received by the Agent. If any payment received by the Agent for the account of a Fronting Bank pursuant to this §3.3(e) is required to be returned under any of the circumstances described in §18 (including pursuant to any settlement entered into by such Fronting Bank in its discretion), each Revolving Credit Bank shall pay to the Agent for the account of such Fronting Bank its Commitment Percentage thereof on demand of the Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Revolving Credit Bank, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Revolving Credit Banks under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Letter of Credit Payments; Funding of a Loan. (a) If any draft shall be presented or other demand for payment shall be made under any Letter of Credit, the applicable Fronting Bank will use its best efforts to notify the Borrower and the Agent (who will use its best efforts to promptly notify each of the Revolving Credit Banks), on or before the date such the Fronting Bank intends to honor such drawing, of the date and amount of the draft presented or demand for payment and of the date and time when it expects to pay such draft or honor such demand for payment and, except to the extent the amount of such draft becomes a Revolving Credit Loan as set forth in this §3.3, the Borrower shall reimburse the Agent, as set forth in §3.2. Notwithstanding anything contained in §3.2 or this §3.3 to the contrary, however, unless the Borrower shall have notified the Agent and the applicable Fronting Bank prior to 11:00 a.m. (New York time) on the Business Day immediately prior to the date of such drawing that the Borrower intends to reimburse such Fronting Bank for the amount of such drawing with funds other than the proceeds of Revolving Credit Loans, subject to satisfaction of the conditions set forth in §§2.4 and 13 (other than delivery to the Agent of a Completed Loan Request), the Borrower shall be deemed to have timely given a Completed Loan Request pursuant to §2.4 to the Agent, requesting a Base Rate Loan on the date on which such drawing is honored and in an amount equal to the amount of such drawing (or in an amount equal to the Dollar Equivalent of such drawing in the case of a Letter of Credit denominated in an Alternative Currency)drawing, without regard to the minimum and multiples specified in §2.4(i) for the principal amount of Revolving Credit Loans. The Borrower may thereafter convert any such Base Rate Loan to a Revolving Credit Loan of another Type in accordance with §2.5. Each Bank shall, in accordance with §2.6, make available such Bank’s Commitment Percentage of such Revolving Credit Loan to Agent, the proceeds of which shall be applied directly by Agent to reimburse Fronting Bank for the amount of such draw. In the event that any Bank fails to make available to Agent the amount of such Bank’s Commitment Percentage of such Revolving Credit Loan on the date of any drawing, Agent shall be entitled to recover such amount on demand from such Bank plus any additional amounts payable under §2.6(b) in the event of a late funding by a Bank. The Fronting Bank is irrevocably authorized by the Borrower and each of the Revolving Credit Banks to honor draws on each Letter of Credit issued by it by the beneficiary thereof in accordance with the terms of such Letter of Credit. Each Revolving Credit Bank, The responsibility of the Agent to the Borrower and the Borrower agree that, in paying any drawing Banks shall be only to determine that the documents (including each draft) delivered under a each Letter of Credit, no Fronting Bank Credit in connection with such presentment shall have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. In furtherance of the foregoing and the provisions of §3.4, and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance conformity in all material respects with the terms of a Letter of Credit, the applicable Fronting Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit. (b) With respect to any payment under any Letter of Credit that is not fully refinanced by a Base Rate Loan because the conditions set forth in §13 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the Fronting Bank that issued such Letter of Credit a Reimbursement Obligation in the amount that is not so refinanced, which Reimbursement Obligation shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate from and after the date that is five (5) Business Days after the date of such demand. In such event, each Revolving Credit Bank’s payment to the Agent for the account of the applicable Fronting Bank pursuant to §3.3(c) 3.1.4 shall be deemed payment in respect of its participation in such Reimbursement Obligation and shall constitute an advance from such Bank in satisfaction of its participation obligation pursuant to §3.1.4 (a “Letter of Credit Participation”)3.1.4; provided, however, that, in all cases subject to §5.12.1(d), in respect of any payment under a Letter of Credit, the maximum amount that any Revolving Credit Bank shall be required to fund, whether as a Base Rate Loan pursuant to §3.3(a) or as a participation in a Reimbursement Obligation pursuant to this §3.3(b)participation, shall not exceed such Revolving Credit Bank’s Commitment Percentage of such payment. (c) If the Borrower is deemed to have requested a Revolving Credit Loan pursuant to §3.3(a) or has incurred a Reimbursement Obligation pursuant to §3.3(b), the Agent shall promptly notify each Revolving Credit Bank of 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) and the amount of such Revolving Credit Bank’s Commitment Percentage thereof. Each Revolving Credit Bank shall, upon receipt of any such notice and in accordance with §2.6, make available on the Business Day specified in such notice by the Agent, in Dollars, such Revolving Credit Bank’s Commitment Percentage of such unreimbursed drawing at the Agent’s Funding Office for Dollar denominated payments (and the Agent may apply Cash Collateral provided for this purpose), the proceeds of which shall be applied directly by the Agent to reimburse the applicable Fronting Bank in Dollars for such amount. Until each Revolving Credit Bank funds its Commitment Percentage pursuant to this §3.3(c) to reimburse such Fronting Bank for any amount drawn under any Letter of Credit, interest in respect of such Revolving Credit Bank’s Commitment Percentage of such amount shall be solely for the account of such Fronting Bank. (d) If any Revolving Credit Bank fails to make available to the Agent for the account of a Fronting Bank any amount required to be paid by such Bank pursuant to §3.3(c), then, without limiting the other provisions of this Agreement, such Fronting Bank shall be entitled to recover from such Bank (acting through the Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such Fronting Bank at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by such Fronting Bank in connection with the foregoing. If such Revolving Credit Bank pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Revolving Credit Bank’s Commitment Percentage included in the relevant Revolving Credit Loan or Reimbursement Obligation, as the case may be. A certificate of such Fronting Bank submitted to any Revolving Credit Bank (through the Agent) with respect to any amounts owing under this clause (d) shall be conclusive absent manifest error. (e) At any time after a Fronting Bank has made a payment under any Letter of Credit and has received from any Revolving Credit Bank such Bank’s Commitment Percentage of any Reimbursement Obligation in respect of such payment in accordance with §3.3(c), if the Agent receives for the account of such Fronting Bank any payment in respect of the related Reimbursement Obligation or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Agent), the Agent will distribute to such Revolving Credit Bank its Commitment Percentage thereof in Dollars and in the same funds as those received by the Agent. If any payment received by the Agent for the account of a Fronting Bank pursuant to this §3.3(e) is required to be returned under any of the circumstances described in §18 (including pursuant to any settlement entered into by such Fronting Bank in its discretion), each Revolving Credit Bank shall pay to the Agent for the account of such Fronting Bank its Commitment Percentage thereof on demand of the Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Revolving Credit Bank, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Revolving Credit Banks under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Letter of Credit Payments; Funding of a Loan. (a) If any draft shall be presented or other demand for payment shall be made under any Letter of Credit, the applicable Fronting Bank will use its best efforts to notify the Borrower and the Agent (who will use its best efforts to promptly notify each of the Revolving Credit Banks), on or before the date such Fronting Bank intends to honor such drawing, of the date and amount of the draft presented or demand for payment and of the date and time when it expects to pay such draft or honor such demand for payment and, except to the extent the amount of such draft becomes a Revolving Credit Loan as set forth in this §3.3, the Borrower shall reimburse the Agent, as set forth in §3.2. Notwithstanding anything contained in §3.2 or this §3.3 to the contrary, however, unless the Borrower shall have notified the Agent and the applicable Fronting Bank prior to 11:00 a.m. on the Business Day immediately prior to the date of such drawing that the Borrower intends to reimburse such Fronting Bank for the amount of such drawing with funds other than the proceeds of Revolving Credit Loans, subject to satisfaction of the conditions set forth in §§2.4 and 13 (other than delivery to the Agent of a Completed Loan Request), the Borrower shall be deemed to have timely given a Completed Loan Request pursuant to §2.4 to the Agent, requesting a Base Rate Loan on the date on which such drawing is honored and in an amount equal to the amount of such drawing (or in an amount equal to the Dollar Equivalent of such drawing in the case of a Letter of Credit denominated in an Alternative Currency), without regard to the minimum and multiples specified in §2.4(i) for the principal amount of Revolving Credit Loans. The Borrower may thereafter convert any such Base Rate Loan to a Revolving Credit Loan of another Type in accordance with §2.5. Each Fronting Bank is irrevocably authorized by the Borrower and each of the Revolving Credit Banks to honor draws on each Letter of Credit issued by it by the beneficiary thereof in accordance with the terms of such Letter of Credit. Each Revolving Credit Bank, the Agent and the Borrower agree that, in paying any drawing under a Letter of Credit, no Fronting Bank shall have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. In furtherance of the foregoing and the provisions of §3.4, and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the applicable Fronting Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit. (b) With respect to any payment under any Letter of Credit that is not fully refinanced by a Base Rate Loan because the conditions set forth in §13 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the Fronting Bank that issued such Letter of Credit a Reimbursement Obligation in the amount that is not so refinanced, which Reimbursement Obligation shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate from and after the date that is five (5) Business Days after the date of such demand. In such event, each Revolving Credit Bank’s payment to the Agent for the account of the applicable Fronting Bank pursuant to §3.3(c) shall be deemed payment in respect of its participation in such Reimbursement Obligation and shall constitute an advance from such Bank in satisfaction of its participation obligation pursuant to §3.1.4 (a “Letter of Credit Participation”); provided, however, that, in all cases subject to §5.12.1(d), in respect of any payment under a Letter of Credit, the maximum amount that any Revolving Credit Bank shall be required to fund, whether as a Base Rate Loan pursuant to §3.3(a) or as a participation in a Reimbursement Obligation pursuant to this §3.3(b), shall not exceed such Revolving Credit Bank’s Commitment Percentage of such payment3. (c) If the Borrower is deemed to have requested a Revolving Credit Loan pursuant to §3.3(a) or has incurred a Reimbursement Obligation pursuant to §3.3(b), the Agent shall promptly notify each Revolving Credit Bank of 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) and the amount of such Revolving Credit Bank’s Commitment Percentage thereof. Each Revolving Credit Bank shall, upon receipt of any such notice and in accordance with §2.6, make available on the Business Day specified in such notice by the Agent, in Dollars, such Revolving Credit Bank’s Commitment Percentage of such unreimbursed drawing at the Agent’s Funding Office for Dollar denominated payments (and the Agent may apply Cash Collateral provided for this purpose), the proceeds of which shall be applied directly by the Agent to reimburse the applicable Fronting Bank in Dollars for such amount. Until each Revolving Credit Bank funds its Commitment Percentage pursuant to this §3.3(c) to reimburse such Fronting Bank for any amount drawn under any Letter of Credit, interest in respect of such Revolving Credit Bank’s Commitment Percentage of such amount shall be solely for the account of such Fronting Bank. (d) If any Revolving Credit Bank fails to make available to the Agent for the account of a Fronting Bank any amount required to be paid by such Bank pursuant to §3.3(c), then, without limiting the other provisions of this Agreement, such Fronting Bank shall be entitled to recover from such Bank (acting through the Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such Fronting Bank at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by such Fronting Bank in connection with the foregoing. If such Revolving Credit Bank pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Revolving Credit Bank’s Commitment Percentage included in the relevant Revolving Credit Loan or Reimbursement Obligation, as the case may be. A certificate of such Fronting Bank submitted to any Revolving Credit Bank (through the Agent) with respect to any amounts owing under this clause (d) shall be conclusive absent manifest error. (e) At any time after a Fronting Bank has made a payment under any Letter of Credit and has received from any Revolving Credit Bank such Bank’s Commitment Percentage of any Reimbursement Obligation in respect of such payment in accordance with §3.3(c), if the Agent receives for the account of such Fronting Bank any payment in respect of the related Reimbursement Obligation or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Agent), the Agent will distribute to such Revolving Credit Bank its Commitment Percentage thereof in Dollars and in the same funds as those received by the Agent. If any payment received by the Agent for the account of a Fronting Bank pursuant to this §3.3(e) is required to be returned under any of the circumstances described in §18 (including pursuant to any settlement entered into by such Fronting Bank in its discretion), each Revolving Credit Bank shall pay to the Agent for the account of such Fronting Bank its Commitment Percentage thereof on demand of the Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Revolving Credit Bank, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Revolving Credit Banks under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Letter of Credit Payments; Funding of a Loan. (a) If any draft shall be presented or other demand for payment shall be made under any Letter of Credit, the applicable Fronting Bank will use its best reasonable efforts to notify the Borrower and the Agent (who will use its best efforts to promptly notify each of the Revolving Credit Banks)Lenders, on or before the date such the Fronting Bank intends to honor such drawing, of the date and amount of the draft presented or demand for payment and of the date and time when it expects to pay such draft or honor such demand for payment and, except to the extent the amount of such draft becomes a Revolving Credit Loan as set forth in this §3.35.3, the Borrower shall reimburse the Agent, as set forth in §3.25.2. Notwithstanding anything contained in §3.2 5.2 or this §3.3 5.3 to the contrary, however, unless the Borrower shall have notified the Agent and the applicable Fronting Bank prior to 11:00 a.m. (New York time) on the Business Day immediately prior to the date of such drawing that the Borrower intends to reimburse such Fronting Bank for the amount of such drawing with funds other than the proceeds of Revolving Credit Loans, subject to satisfaction of the conditions set forth in §§2.4 and 13 (other than delivery to the Agent of a Completed Loan Request), the Borrower shall be deemed to have timely given a Completed Loan Request pursuant to §2.4 to the Agent, requesting a Base Rate Loan on the date on which such drawing is honored and in an amount equal to the amount of such drawing (or in an amount equal to the Dollar Equivalent of such drawing in the case of a Letter of Credit denominated in an Alternative Currency), without regard to the minimum and multiples specified in §2.4(i) for the principal amount of Revolving Credit Loansdrawing. The Borrower may thereafter convert any such Base Rate Loan to a Revolving Credit Loan of another Type in accordance with §2.5. Each Lender shall, in accordance with §2.6, make available such Lender's Commitment Percentage of such Revolving Credit Loan to Agent, the proceeds of which shall be applied directly by Agent to reimburse Fronting Bank for the amount of such draw. In the event that any Lender fails to make available to Agent the amount of such Lender's Commitment Percentage of such Revolving Credit Loan on the date of any drawing, Agent shall be entitled to recover such amount on demand from such Lender plus any additional amounts payable under §2.6(b) in the event of a late funding by a Lender. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its participations in Letters of Credit and any other amounts due to it hereunder to the Agent to fund the amount of any drawn Letter of Credit which such Lender was required to fund pursuant to this section until such amount has been funded (as a result of such assignment or otherwise). If after the issuance of a Letter of Credit pursuant to §2.10(c) by the Issuing Lender, but prior to the funding of any portion thereof by a Lender, one of the events described in §14.1(g) or (h) shall have occurred, each Lender will, on the date such Revolving Credit Loan was to have been made, purchase an undivided participation interest in the Letter of Credit in an amount equal to its Commitment Percentage of the amount of such Letter of Credit. Each Lender will immediately transfer to the Issuing Lender in immediately available funds the amount of its participation and upon receipt thereof the Issuing Lender will deliver to such Lender a Letter of Credit participation certificate dated the date of receipt of such funds and in such amount. The Fronting Bank is irrevocably authorized by the Borrower and each of the Revolving Credit Banks Lenders to honor draws on each Letter of Credit issued by it by the beneficiary thereof in accordance with the terms of such Letter of Credit. Each Revolving Credit Bank, The responsibility of the Agent Fronting Bank to the Borrower and the Borrower agree that, in paying any drawing Lenders shall be only to determine that the documents (including each draft) delivered under a Letter of Credit, no Fronting Bank shall have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. In furtherance of the foregoing and the provisions of §3.4, and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the applicable Fronting Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit. (b) With respect to any payment under any each Letter of Credit that is not fully refinanced by a Base Rate Loan because the conditions set forth in §13 cannot be satisfied or for any other reason, the Borrower connection with such presentment shall be deemed to have incurred from the Fronting Bank that issued in conformity in all material respects with such Letter of Credit a Reimbursement Obligation in the amount that is not so refinanced, which Reimbursement Obligation shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate from and after the date that is five (5) Business Days after the date of such demand. In such event, each Revolving Credit Bank’s payment to the Agent for the account of the applicable Fronting Bank pursuant to §3.3(c) shall be deemed payment in respect of its participation in such Reimbursement Obligation and shall constitute an advance from such Bank in satisfaction of its participation obligation pursuant to §3.1.4 (a “Letter of Credit Participation”); provided, however, that, in all cases subject to §5.12.1(d), in respect of any payment under a Letter of Credit, the maximum amount that any Revolving Credit Bank shall be required to fund, whether as a Base Rate Loan pursuant to §3.3(a) or as a participation in a Reimbursement Obligation pursuant to this §3.3(b), shall not exceed such Revolving Credit Bank’s Commitment Percentage of such payment. (c) If the Borrower is deemed to have requested a Revolving Credit Loan pursuant to §3.3(a) or has incurred a Reimbursement Obligation pursuant to §3.3(b), the Agent shall promptly notify each Revolving Credit Bank of 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) and the amount of such Revolving Credit Bank’s Commitment Percentage thereof. Each Revolving Credit Bank shall, upon receipt of any such notice and in accordance with §2.6, make available on the Business Day specified in such notice by the Agent, in Dollars, such Revolving Credit Fronting Bank’s Commitment Percentage of such unreimbursed drawing at the Agent’s Funding Office for Dollar denominated payments (and the Agent may apply Cash Collateral provided for this purpose), the proceeds of which shall be applied directly by the Agent to reimburse the applicable Fronting Bank in Dollars for such amount. Until each Revolving Credit Bank funds its Commitment Percentage pursuant to this §3.3(c) to reimburse such Fronting Bank for any amount drawn under any Letter of Credit, interest in respect of such Revolving Credit Bank’s Commitment Percentage of such amount shall be solely for the account of such Fronting Bankcustomary practices. (d) If any Revolving Credit Bank fails to make available to the Agent for the account of a Fronting Bank any amount required to be paid by such Bank pursuant to §3.3(c), then, without limiting the other provisions of this Agreement, such Fronting Bank shall be entitled to recover from such Bank (acting through the Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such Fronting Bank at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by such Fronting Bank in connection with the foregoing. If such Revolving Credit Bank pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Revolving Credit Bank’s Commitment Percentage included in the relevant Revolving Credit Loan or Reimbursement Obligation, as the case may be. A certificate of such Fronting Bank submitted to any Revolving Credit Bank (through the Agent) with respect to any amounts owing under this clause (d) shall be conclusive absent manifest error. (e) At any time after a Fronting Bank has made a payment under any Letter of Credit and has received from any Revolving Credit Bank such Bank’s Commitment Percentage of any Reimbursement Obligation in respect of such payment in accordance with §3.3(c), if the Agent receives for the account of such Fronting Bank any payment in respect of the related Reimbursement Obligation or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Agent), the Agent will distribute to such Revolving Credit Bank its Commitment Percentage thereof in Dollars and in the same funds as those received by the Agent. If any payment received by the Agent for the account of a Fronting Bank pursuant to this §3.3(e) is required to be returned under any of the circumstances described in §18 (including pursuant to any settlement entered into by such Fronting Bank in its discretion), each Revolving Credit Bank shall pay to the Agent for the account of such Fronting Bank its Commitment Percentage thereof on demand of the Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Revolving Credit Bank, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Revolving Credit Banks under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Letter of Credit Payments; Funding of a Loan. (a) If any draft shall be presented or other demand for payment shall be made under any Letter of Credit, the applicable Fronting Bank will use its best reasonable efforts to notify the Borrower and the Agent (who will use its best efforts to promptly notify each of the Revolving Credit Banks)Lenders, on or before the date such the Fronting Bank intends to honor such drawing, of the date and amount of the draft presented or demand for payment and of the date and time when it expects to pay such draft or honor such demand for payment and, except to the extent the amount of such draft becomes a Revolving Credit Loan as set forth in this §3.35.3, the Borrower shall reimburse the Agent, as set forth in §3.25.2. Notwithstanding anything contained in §3.2 5.2 or this §3.3 5.3 to the contrary, however, unless the Borrower shall have notified the Agent and the applicable Fronting Bank prior to 11:00 a.m. (Cleveland, Ohio time) on the Business Day immediately prior to the date of such drawing that the Borrower intends to reimburse such Fronting Bank for the amount of such drawing with funds other than the proceeds of Revolving Credit Loans, subject to satisfaction of the conditions set forth in §§2.4 and 13 (other than delivery to the Agent of a Completed Loan Request), the Borrower shall be deemed to have timely given a Completed Loan Request pursuant to §2.4 to the Agent, requesting a Base Rate Loan on the date on which such drawing is honored and in an amount equal to the amount of such drawing (or in an amount equal drawing, which Base Rate Loan will bear interest at the rate otherwise then applicable to the Dollar Equivalent of such drawing in the case of a Letter of Credit denominated in an Alternative Currency)Base Rate Loans hereunder, without regard to the minimum and multiples specified in §2.4(i) for the principal amount of Revolving Credit Loans, but subject to the amount of the unutilized portion of the Total Commitment and the conditions set forth in §13. The Borrower may thereafter convert any such Base Rate Loan to a Revolving Credit Loan of another Type in accordance with §2.5. Each Lender shall, in accordance with §2.6, make available such Lender’s Commitment Percentage of such Revolving Credit Loan to Agent, the proceeds of which shall be applied directly by Agent to reimburse Fronting Bank for the amount of such draw. In the event that any Lender fails to make available to Agent the amount of such Lender’s Commitment Percentage of such Revolving Credit Loan on the date of any drawing, Agent shall be entitled to recover such amount on demand from such Lender plus any additional amounts payable under §2.6(b) in the event of a late funding by a Lender. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its participations in Letters of Credit and any other amounts due to it hereunder to the Agent to fund the amount of any drawn Letter of Credit which such Lender was required to fund pursuant to this section until such amount has been funded (as a result of such assignment or otherwise). If after the issuance of a Letter of Credit by the Fronting Bank, but prior to the funding of any portion thereof by a Lender, one of the events described in §14.1(g) or (h) shall have occurred or any of the conditions set forth in §13.2 have not been met, each Lender will, on the date such Revolving Credit Loan would otherwise be required to be made, purchase an undivided participation interest in the Letter of Credit in an amount equal to its Commitment Percentage of the amount of such Letter of Credit. Each Lender will immediately transfer to the Fronting Bank in immediately available funds the amount of its participation and upon receipt thereof the Fronting Bank will deliver to such Lender a Letter of Credit participation certificate dated the date of receipt of such funds and in such amount. The Fronting Bank is irrevocably authorized by the Borrower and each of the Revolving Credit Banks Lenders to honor draws on each Letter of Credit issued by it by the beneficiary thereof in accordance with the terms of such Letter of Credit. Each Revolving Credit Bank, The responsibility of the Agent Fronting Bank to the Borrower and the Borrower agree that, in paying any drawing Lenders shall be only to determine that the documents (including each draft) delivered under a each Letter of Credit, no Fronting Bank Credit in connection with such presentment shall have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. In furtherance of the foregoing and the provisions of §3.4, and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance conformity in all material respects with the terms of a Letter of Credit, the applicable Fronting Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit. (b) Credit in accordance with the Fronting Bank’s customary practices. With respect to any payment under any Letter of Credit that is not fully refinanced by a Base Rate Loan because the conditions set forth in §13 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the Fronting Bank that issued such Letter of Credit a Reimbursement Obligation in the amount that is not so refinanced, which Reimbursement Obligation shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate from and after rate set forth in §4.9 (but shall not be subject to the date that is five (5) Business Days after the date of such demandlate charge set forth therein). In such event, each Revolving Credit Bank’s payment to the Agent for the account of the applicable Fronting Bank pursuant to §3.3(c) 5.1.4 shall be deemed payment in respect of its participation in such Reimbursement Obligation and shall constitute an advance from such Bank in satisfaction of its participation obligation pursuant to §3.1.4 (a “Letter of Credit Participation”); provided, however, that, in all cases subject to §5.12.1(d), in respect of any payment under a Letter of Credit, the maximum amount that any Revolving Credit Bank shall be required to fund, whether as a Base Rate Loan pursuant to §3.3(a) or as a participation in a Reimbursement Obligation pursuant to this §3.3(b), shall not exceed such Revolving Credit Bank’s Commitment Percentage of such payment5.1.4. (c) If the Borrower is deemed to have requested a Revolving Credit Loan pursuant to §3.3(a) or has incurred a Reimbursement Obligation pursuant to §3.3(b), the Agent shall promptly notify each Revolving Credit Bank of 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) and the amount of such Revolving Credit Bank’s Commitment Percentage thereof. Each Revolving Credit Bank shall, upon receipt of any such notice and in accordance with §2.6, make available on the Business Day specified in such notice by the Agent, in Dollars, such Revolving Credit Bank’s Commitment Percentage of such unreimbursed drawing at the Agent’s Funding Office for Dollar denominated payments (and the Agent may apply Cash Collateral provided for this purpose), the proceeds of which shall be applied directly by the Agent to reimburse the applicable Fronting Bank in Dollars for such amount. Until each Revolving Credit Bank funds its Commitment Percentage pursuant to this §3.3(c) to reimburse such Fronting Bank for any amount drawn under any Letter of Credit, interest in respect of such Revolving Credit Bank’s Commitment Percentage of such amount shall be solely for the account of such Fronting Bank. (d) If any Revolving Credit Bank fails to make available to the Agent for the account of a Fronting Bank any amount required to be paid by such Bank pursuant to §3.3(c), then, without limiting the other provisions of this Agreement, such Fronting Bank shall be entitled to recover from such Bank (acting through the Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such Fronting Bank at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by such Fronting Bank in connection with the foregoing. If such Revolving Credit Bank pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Revolving Credit Bank’s Commitment Percentage included in the relevant Revolving Credit Loan or Reimbursement Obligation, as the case may be. A certificate of such Fronting Bank submitted to any Revolving Credit Bank (through the Agent) with respect to any amounts owing under this clause (d) shall be conclusive absent manifest error. (e) At any time after a Fronting Bank has made a payment under any Letter of Credit and has received from any Revolving Credit Bank such Bank’s Commitment Percentage of any Reimbursement Obligation in respect of such payment in accordance with §3.3(c), if the Agent receives for the account of such Fronting Bank any payment in respect of the related Reimbursement Obligation or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Agent), the Agent will distribute to such Revolving Credit Bank its Commitment Percentage thereof in Dollars and in the same funds as those received by the Agent. If any payment received by the Agent for the account of a Fronting Bank pursuant to this §3.3(e) is required to be returned under any of the circumstances described in §18 (including pursuant to any settlement entered into by such Fronting Bank in its discretion), each Revolving Credit Bank shall pay to the Agent for the account of such Fronting Bank its Commitment Percentage thereof on demand of the Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Revolving Credit Bank, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Revolving Credit Banks under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Letter of Credit Payments; Funding of a Loan. (a) If any draft shall be presented or other demand for payment shall be made under any Letter of Credit, the applicable Fronting Bank will use its best efforts to notify the Borrower and the Agent (who will use its best efforts to promptly notify each of the Revolving Credit Banks), on or before the date such the Fronting Bank intends to honor such drawing, of the date and amount of the draft presented or demand for payment and of the date and time when it expects to pay such draft or honor such demand for payment and, except to the extent the amount of such draft becomes a Revolving Credit Loan as set forth in this §3.3, the Borrower shall reimburse the Agent, as set forth in §3.2. Notwithstanding anything contained in §3.2 or this §3.3 to the contrary, however, unless the Borrower shall have notified the Agent and the applicable Fronting Bank prior to 11:00 a.m. on the Business Day immediately prior to the date of such drawing that the Borrower intends to reimburse such Fronting Bank for the amount of such drawing with funds other than the proceeds of Revolving Credit Loans, subject to satisfaction of the conditions set forth in §§2.4 and 13 (other than delivery to the Agent of a Completed Loan Request), the Borrower shall be deemed to have timely given a Completed Loan Request pursuant to §2.4 to the Agent, requesting a Base Rate Loan on the date on which such drawing is honored and in an amount equal to the amount of such drawing (or in an amount equal to the Dollar Equivalent of such drawing in the case of a Letter of Credit denominated in an Alternative Currency), without regard to the minimum and multiples specified in §2.4(i) for the principal amount of Revolving Credit Loans. The Borrower may thereafter convert any such Base Rate Loan to a Revolving Credit Loan of another Type in accordance with §2.5. Each The Fronting Bank is irrevocably authorized by the Borrower and each of the Revolving Credit Banks to honor draws on each Letter of Credit issued by it by the beneficiary thereof in accordance with the terms of such Letter of Credit. Each Revolving Credit Bank, The responsibility of the Agent to the Borrower and the Borrower agree that, in paying any drawing Banks shall be only to determine that the documents (including each draft) delivered under a each Letter of Credit, no Fronting Bank Credit in connection with such presentment shall have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. In furtherance of the foregoing and the provisions of §3.4, and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance conformity in all material respects with the terms of a Letter of Credit, the applicable Fronting Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit. (b) With respect to any payment under any Letter of Credit that is not fully refinanced by a Base Rate Loan because the conditions set forth in §13 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the Fronting Bank that issued such Letter of Credit a Reimbursement Obligation in the amount that is not so refinanced, which Reimbursement Obligation shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate from and after the date that is five (5) Business Days after the date of such demand. In such event, each Revolving Credit Bank’s payment to the Agent for the account of the applicable Fronting Bank pursuant to §3.3(c) shall be deemed payment in respect of its participation in such Reimbursement Obligation and shall constitute an advance from such Bank in satisfaction of its participation obligation pursuant to §3.1.4 (a “Letter of Credit Participation”)3.1.4; provided, however, that, in all cases subject to §5.12.1(d), in respect of any payment under a Letter of Credit, the maximum amount that any Revolving Credit Bank shall be required to fund, whether as a Base Rate Loan pursuant to §3.3(a) or as a participation in a Reimbursement Obligation pursuant to this §3.3(b), shall not exceed such Revolving Credit Bank’s Commitment Percentage of such payment. (c) If the Borrower is deemed to have requested a Revolving Credit Loan pursuant to §3.3(a) or has incurred a Reimbursement Obligation pursuant to §3.3(b), the Agent shall promptly notify each Revolving Credit Bank of 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) and the amount of such Revolving Credit Bank’s Commitment Percentage thereof. Each Revolving Credit Bank shall, upon receipt of any such notice and in accordance with §2.6, make available on the Business Day specified in such notice by the Agent, in Dollars, such Revolving Credit Bank’s Commitment Percentage of such unreimbursed drawing at the Agent’s Funding Office for Dollar denominated payments (and the Agent may apply Cash Collateral provided for this purpose), the proceeds of which shall be applied directly by the Agent to reimburse the applicable Fronting Bank in Dollars for such amount. Until each Revolving Credit Bank funds its Commitment Percentage pursuant to this §3.3(c) to reimburse such the Fronting Bank for any amount drawn under any Letter of Credit, interest in respect of such Revolving Credit Bank’s Commitment Percentage of such amount shall be solely for the account of such the Fronting Bank. (d) If any Revolving Credit Bank fails to make available to the Agent for the account of a the Fronting Bank any amount required to be paid by such Bank pursuant to §3.3(c), then, without limiting the other provisions of this Agreement, such the Fronting Bank shall be entitled to recover from such Bank (acting through the Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such the Fronting Bank at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by such the Fronting Bank in connection with the foregoing. If such Revolving Credit Bank pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Revolving Credit Bank’s Commitment Percentage included in the relevant Revolving Credit Loan or Reimbursement Obligation, as the case may be. A certificate of such the Fronting Bank submitted to any Revolving Credit Bank (through the Agent) with respect to any amounts owing under this clause (d) shall be conclusive absent manifest error. (e) At any time after a the Fronting Bank has made a payment under any Letter of Credit and has received from any Revolving Credit Bank such Bank’s Commitment Percentage of any Reimbursement Obligation in respect of such payment in accordance with §3.3(c), if the Agent receives for the account of such the Fronting Bank any payment in respect of the related Reimbursement Obligation or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Agent), the Agent will distribute to such Revolving Credit Bank its Commitment Percentage thereof in Dollars and in the same funds as those received by the Agent. If any payment received by the Agent for the account of a the Fronting Bank pursuant to this §3.3(e) is required to be returned under any of the circumstances described in §18 (including pursuant to any settlement entered into by such the Fronting Bank in its discretion), each Revolving Credit Bank shall pay to the Agent for the account of such the Fronting Bank its Commitment Percentage thereof on demand of the Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Revolving Credit Bank, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Revolving Credit Banks under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Letter of Credit Payments; Funding of a Loan. (a) If any draft shall be presented or other demand for payment shall be made under any Letter of Credit, the applicable Fronting Bank will use its best efforts to notify the Borrower and the Agent (who will use its best efforts to promptly notify each of the Revolving Credit Banks), on or before the date such the Fronting Bank intends to honor such drawing, of the date and amount of the draft presented or demand for payment and of the date and time when it expects to pay such draft or honor such demand for payment and, except to the extent the amount of such draft becomes a Revolving Credit Loan as set forth in this §Section 3.3, the Borrower shall reimburse the Agent, as set forth in §Section 3.2. Notwithstanding anything contained in §Section 3.2 or this §Section 3.3 to the contrary, however, unless the Borrower shall have notified the Agent and the applicable Fronting Bank prior to 11:00 a.m. (New York time) on the Business Day immediately prior to the date of such drawing that the Borrower intends to reimburse such Fronting Bank for the amount of such drawing with funds other than the proceeds of Revolving Credit Loans, subject to satisfaction of the conditions set forth in §§2.4 and 13 (other than delivery to the Agent of a Completed Loan Request), the Borrower shall be deemed to have timely given a Completed Loan Request pursuant to §Section 2.4 to the Agent, requesting a Base Prime Rate Loan on the date on which such drawing is honored and in an amount equal to the amount of such drawing (or in an amount equal to the Dollar Equivalent of such drawing in the case of a Letter of Credit denominated in an Alternative Currency), without regard to the minimum and multiples specified in §2.4(i) for the principal amount of Revolving Credit Loansdrawing. The Borrower may thereafter convert any such Base Prime Rate Loan to a Revolving Credit Loan of another Type in accordance with §Section 2.5. Each Bank shall, in accordance with Section 2.6, make available such Bank's -00- Xxxxxxxxxx Xxxxxxxxxx of such Revolving Credit Loan to Agent, the proceeds of which shall be applied directly by Agent to reimburse Fronting Bank for the amount of such draw. In the event that any Bank fails to make available to Agent the amount of such Bank's Commitment Percentage of such Revolving Credit Loan on the date of any drawing, Agent shall be entitled to recover such amount on demand from such Bank plus any additional amounts payable under Section 2.6(b) in the event of a late funding by a Bank. The Fronting Bank is irrevocably authorized by the Borrower and each of the Revolving Credit Banks to honor draws on each Letter of Credit issued by it by the beneficiary thereof in accordance with the terms of such Letter of Credit. Each Revolving Credit Bank, The responsibility of the Agent to the Borrower and the Borrower agree that, in paying any drawing Banks shall be only to determine that the documents (including each draft) delivered under a each Letter of Credit, no Fronting Bank Credit in connection with such presentment shall have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. In furtherance of the foregoing and the provisions of §3.4, and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance conformity in all material respects with the terms of a Letter of Credit, the applicable Fronting Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit. (b) With respect to any payment under any Letter of Credit that is not fully refinanced by a Base Rate Loan because the conditions set forth in §13 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the Fronting Bank that issued such Letter of Credit a Reimbursement Obligation in the amount that is not so refinanced, which Reimbursement Obligation shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate from and after the date that is five (5) Business Days after the date of such demand. In such event, each Revolving Credit Bank’s payment to the Agent for the account of the applicable Fronting Bank pursuant to §3.3(c) shall be deemed payment in respect of its participation in such Reimbursement Obligation and shall constitute an advance from such Bank in satisfaction of its participation obligation pursuant to §3.1.4 (a “Letter of Credit Participation”); provided, however, that, in all cases subject to §5.12.1(d), in respect of any payment under a Letter of Credit, the maximum amount that any Revolving Credit Bank shall be required to fund, whether as a Base Rate Loan pursuant to §3.3(a) or as a participation in a Reimbursement Obligation pursuant to this §3.3(b), shall not exceed such Revolving Credit Bank’s Commitment Percentage of such payment. (c) If the Borrower is deemed to have requested a Revolving Credit Loan pursuant to §3.3(a) or has incurred a Reimbursement Obligation pursuant to §3.3(b), the Agent shall promptly notify each Revolving Credit Bank of 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) and the amount of such Revolving Credit Bank’s Commitment Percentage thereof. Each Revolving Credit Bank shall, upon receipt of any such notice and in accordance with §2.6, make available on the Business Day specified in such notice by the Agent, in Dollars, such Revolving Credit Bank’s Commitment Percentage of such unreimbursed drawing at the Agent’s Funding Office for Dollar denominated payments (and the Agent may apply Cash Collateral provided for this purpose), the proceeds of which shall be applied directly by the Agent to reimburse the applicable Fronting Bank in Dollars for such amount. Until each Revolving Credit Bank funds its Commitment Percentage pursuant to this §3.3(c) to reimburse such Fronting Bank for any amount drawn under any Letter of Credit, interest in respect of such Revolving Credit Bank’s Commitment Percentage of such amount shall be solely for the account of such Fronting Bank. (d) If any Revolving Credit Bank fails to make available to the Agent for the account of a Fronting Bank any amount required to be paid by such Bank pursuant to §3.3(c), then, without limiting the other provisions of this Agreement, such Fronting Bank shall be entitled to recover from such Bank (acting through the Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such Fronting Bank at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by such Fronting Bank in connection with the foregoing. If such Revolving Credit Bank pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Revolving Credit Bank’s Commitment Percentage included in the relevant Revolving Credit Loan or Reimbursement Obligation, as the case may be. A certificate of such Fronting Bank submitted to any Revolving Credit Bank (through the Agent) with respect to any amounts owing under this clause (d) shall be conclusive absent manifest error. (e) At any time after a Fronting Bank has made a payment under any Letter of Credit and has received from any Revolving Credit Bank such Bank’s Commitment Percentage of any Reimbursement Obligation in respect of such payment in accordance with §3.3(c), if the Agent receives for the account of such Fronting Bank any payment in respect of the related Reimbursement Obligation or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Agent), the Agent will distribute to such Revolving Credit Bank its Commitment Percentage thereof in Dollars and in the same funds as those received by the Agent. If any payment received by the Agent for the account of a Fronting Bank pursuant to this §3.3(e) is required to be returned under any of the circumstances described in §18 (including pursuant to any settlement entered into by such Fronting Bank in its discretion), each Revolving Credit Bank shall pay to the Agent for the account of such Fronting Bank its Commitment Percentage thereof on demand of the Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Revolving Credit Bank, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Revolving Credit Banks under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Letter of Credit Payments; Funding of a Loan. (a) If any draft shall be presented or other demand for payment shall be made under any Letter of Credit, the applicable Fronting Bank will use its best reasonable efforts to notify the Borrower and the Agent (who will use its best efforts to promptly notify each of the Revolving Credit Banks)Lenders, on or before the date such the Fronting Bank intends to honor such drawing, of the date and amount of the draft presented or demand for payment and of the date and time when it expects to pay such draft or honor such demand for payment and, except to the extent the amount of such draft becomes a Revolving Credit Loan as set forth in this §3.35.3, the Borrower shall reimburse the Agent, as set forth in §3.25.2. Notwithstanding anything contained in §3.2 5.2 or this §3.3 5.3 to the contrary, however, unless the Borrower shall have notified the Agent and the applicable Fronting Bank prior to 11:00 a.m. (New York time) on the Business Day immediately prior to the date of such drawing that the Borrower intends to reimburse such Fronting Bank for the amount of such drawing with funds other than the proceeds of Revolving Credit Loans, subject to satisfaction of the conditions set forth in §§2.4 and 13 (other than delivery to the Agent of a Completed Loan Request), the Borrower shall be deemed to have timely given a Completed Loan Request pursuant to §2.4 to the Agent, requesting a Base Rate Loan on the date on which such drawing is honored and in an amount equal to the amount of such drawing (or in an amount equal to the Dollar Equivalent of such drawing in the case of a Letter of Credit denominated in an Alternative Currency), without regard to the minimum and multiples specified in §2.4(i) for the principal amount of Revolving Credit Loansdrawing. The Borrower may thereafter convert any such Base Rate Loan to a Revolving Credit Loan of another Type in accordance with §2.5. Each Lender shall, in accordance with §2.6, make available such Lender’s Commitment Percentage of such Revolving Credit Loan to Agent, the proceeds of which shall be applied directly by Agent to reimburse Fronting Bank for the amount of such draw. In the event that any Lender fails to make available to Agent the amount of such Lender’s Commitment Percentage of such Revolving Credit Loan on the date of any drawing, Agent shall be entitled to recover such amount on demand from such Lender plus any additional amounts payable under §2.6(b) in the event of a late funding by a Lender. The Fronting Bank is irrevocably authorized by the Borrower and each of the Revolving Credit Banks Lenders to honor draws on each Letter of Credit issued by it by the beneficiary thereof in accordance with the terms of such Letter of Credit. Each Revolving Credit Bank, The responsibility of the Agent Fronting Bank to the Borrower and the Borrower agree that, in paying any drawing Lenders shall be only to determine that the documents (including each draft) delivered under a Letter of Credit, no Fronting Bank shall have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. In furtherance of the foregoing and the provisions of §3.4, and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the applicable Fronting Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit. (b) With respect to any payment under any each Letter of Credit that is not fully refinanced by a Base Rate Loan because the conditions set forth in §13 cannot be satisfied or for any other reason, the Borrower connection with such presentment shall be deemed to have incurred from the Fronting Bank that issued in conformity in all material respects with such Letter of Credit a Reimbursement Obligation in the amount that is not so refinanced, which Reimbursement Obligation shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate from and after the date that is five (5) Business Days after the date of such demand. In such event, each Revolving Credit Bank’s payment to the Agent for the account of the applicable Fronting Bank pursuant to §3.3(c) shall be deemed payment in respect of its participation in such Reimbursement Obligation and shall constitute an advance from such Bank in satisfaction of its participation obligation pursuant to §3.1.4 (a “Letter of Credit Participation”); provided, however, that, in all cases subject to §5.12.1(d), in respect of any payment under a Letter of Credit, the maximum amount that any Revolving Credit Bank shall be required to fund, whether as a Base Rate Loan pursuant to §3.3(a) or as a participation in a Reimbursement Obligation pursuant to this §3.3(b), shall not exceed such Revolving Credit Bank’s Commitment Percentage of such payment. (c) If the Borrower is deemed to have requested a Revolving Credit Loan pursuant to §3.3(a) or has incurred a Reimbursement Obligation pursuant to §3.3(b), the Agent shall promptly notify each Revolving Credit Bank of 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) and the amount of such Revolving Credit Bank’s Commitment Percentage thereof. Each Revolving Credit Bank shall, upon receipt of any such notice and in accordance with §2.6, make available on the Business Day specified in such notice by the Agent, in Dollars, such Revolving Credit Fronting Bank’s Commitment Percentage of such unreimbursed drawing at the Agent’s Funding Office for Dollar denominated payments (and the Agent may apply Cash Collateral provided for this purpose), the proceeds of which shall be applied directly by the Agent to reimburse the applicable Fronting Bank in Dollars for such amount. Until each Revolving Credit Bank funds its Commitment Percentage pursuant to this §3.3(c) to reimburse such Fronting Bank for any amount drawn under any Letter of Credit, interest in respect of such Revolving Credit Bank’s Commitment Percentage of such amount shall be solely for the account of such Fronting Bankcustomary practices. (d) If any Revolving Credit Bank fails to make available to the Agent for the account of a Fronting Bank any amount required to be paid by such Bank pursuant to §3.3(c), then, without limiting the other provisions of this Agreement, such Fronting Bank shall be entitled to recover from such Bank (acting through the Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such Fronting Bank at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by such Fronting Bank in connection with the foregoing. If such Revolving Credit Bank pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Revolving Credit Bank’s Commitment Percentage included in the relevant Revolving Credit Loan or Reimbursement Obligation, as the case may be. A certificate of such Fronting Bank submitted to any Revolving Credit Bank (through the Agent) with respect to any amounts owing under this clause (d) shall be conclusive absent manifest error. (e) At any time after a Fronting Bank has made a payment under any Letter of Credit and has received from any Revolving Credit Bank such Bank’s Commitment Percentage of any Reimbursement Obligation in respect of such payment in accordance with §3.3(c), if the Agent receives for the account of such Fronting Bank any payment in respect of the related Reimbursement Obligation or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Agent), the Agent will distribute to such Revolving Credit Bank its Commitment Percentage thereof in Dollars and in the same funds as those received by the Agent. If any payment received by the Agent for the account of a Fronting Bank pursuant to this §3.3(e) is required to be returned under any of the circumstances described in §18 (including pursuant to any settlement entered into by such Fronting Bank in its discretion), each Revolving Credit Bank shall pay to the Agent for the account of such Fronting Bank its Commitment Percentage thereof on demand of the Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Revolving Credit Bank, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Revolving Credit Banks under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Letter of Credit Payments; Funding of a Loan. (a) If any draft shall be presented or other demand for payment shall be made under any Letter of Credit, the applicable Fronting Bank will use its best efforts to shall notify the Borrower and the Agent (who will use its best efforts to promptly notify each of the Revolving Credit Banks), Banks on or before the date such the Fronting Bank intends to honor such drawing, of the date and amount of the draft presented or demand for payment and of the date and time when it expects to pay such draft or honor such demand for payment payment, and, except to the extent the amount of such draft becomes a Revolving Credit Loan as set forth provided in this §3.3[SECTION] 2A.3, the Borrower shall reimburse the Agent, as set forth in §3.2[SECTION] 2A.2 above. Notwithstanding anything contained in §3.2 or this §3.3 [SECTION] 2A.3 to the contrary, however, unless the Borrower shall have notified the Agent and the applicable Fronting Bank prior to 11:00 a.m. (New York time) on the Business Day immediately prior to the date of such drawing that the Borrower intends to reimburse such Fronting Bank for the amount of such drawing with funds other than the proceeds of Revolving Credit the Loans, subject to satisfaction of the conditions set forth in §§2.4 and 13 (other than delivery to the Agent of a Completed Loan Request), the Borrower shall be deemed to have timely given a Completed Loan Request pursuant to §2.4 [SECTION] 2.5 to the Agent, requesting a Base Rate Loan on the date on which such drawing is honored and in an amount equal to the amount of such drawing (or in an amount equal to the Dollar Equivalent of such drawing in the case of a Letter of Credit denominated in an Alternative Currency)drawing. Each Bank shall, without regard to the minimum and multiples specified in §2.4(i) for the principal amount of Revolving Credit Loans. The Borrower may thereafter convert any such Base Rate Loan to a Revolving Credit Loan of another Type in accordance with §2.5[SECTION] 2.7, make available its PRO RATA share of such Loan to Agent, the proceeds of which shall be applied directly by Agent to reimburse Fronting Bank for the amount of such draw. Each In the event that any Bank fails to make available to Agent the amount of such Bank's participation on the date of the drawing, Agent shall be entitled to recover such amount on demand from such Bank plus any additional amounts payable under [SECTION] 2.7(b) in the event of a late funding by a Bank. The Fronting Bank is irrevocably authorized by the Borrower and each of the Revolving Credit Banks to honor draws on each Letter of Credit issued by it by the beneficiary thereof in accordance with the terms of such the Letter of Credit. Each Revolving Credit Bank, The responsibility of the Agent to the Borrower and the Borrower agree that, in paying any drawing Banks shall be only to determine that the documents (including each draft) delivered under a each Letter of Credit, no Fronting Bank Credit in connection with such presentment shall have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. In furtherance of the foregoing and the provisions of §3.4, and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance conformity in all material respects with the terms of a Letter of Credit, the applicable Fronting Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit. (b) With respect to any payment under any Letter of Credit that is not fully refinanced by a Base Rate Loan because the conditions set forth in §13 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the Fronting Bank that issued such Letter of Credit a Reimbursement Obligation in the amount that is not so refinanced, which Reimbursement Obligation shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate from and after the date that is five (5) Business Days after the date of such demand. In such event, each Revolving Credit Bank’s payment to the Agent for the account of the applicable Fronting Bank pursuant to §3.3(c) shall be deemed payment in respect of its participation in such Reimbursement Obligation and shall constitute an advance from such Bank in satisfaction of its participation obligation pursuant to §3.1.4 (a “Letter of Credit Participation”); provided, however, that, in all cases subject to §5.12.1(d), in respect of any payment under a Letter of Credit, the maximum amount that any Revolving Credit Bank shall be required to fund, whether as a Base Rate Loan pursuant to §3.3(a) or as a participation in a Reimbursement Obligation pursuant to this §3.3(b), shall not exceed such Revolving Credit Bank’s Commitment Percentage of such payment. (c) If the Borrower is deemed to have requested a Revolving Credit Loan pursuant to §3.3(a) or has incurred a Reimbursement Obligation pursuant to §3.3(b), the Agent shall promptly notify each Revolving Credit Bank of 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) and the amount of such Revolving Credit Bank’s Commitment Percentage thereof. Each Revolving Credit Bank shall, upon receipt of any such notice and in accordance with §2.6, make available on the Business Day specified in such notice by the Agent, in Dollars, such Revolving Credit Bank’s Commitment Percentage of such unreimbursed drawing at the Agent’s Funding Office for Dollar denominated payments (and the Agent may apply Cash Collateral provided for this purpose), the proceeds of which shall be applied directly by the Agent to reimburse the applicable Fronting Bank in Dollars for such amount. Until each Revolving Credit Bank funds its Commitment Percentage pursuant to this §3.3(c) to reimburse such Fronting Bank for any amount drawn under any Letter of Credit, interest in respect of such Revolving Credit Bank’s Commitment Percentage of such amount shall be solely for the account of such Fronting Bank. (d) If any Revolving Credit Bank fails to make available to the Agent for the account of a Fronting Bank any amount required to be paid by such Bank pursuant to §3.3(c), then, without limiting the other provisions of this Agreement, such Fronting Bank shall be entitled to recover from such Bank (acting through the Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such Fronting Bank at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by such Fronting Bank in connection with the foregoing. If such Revolving Credit Bank pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Revolving Credit Bank’s Commitment Percentage included in the relevant Revolving Credit Loan or Reimbursement Obligation, as the case may be. A certificate of such Fronting Bank submitted to any Revolving Credit Bank (through the Agent) with respect to any amounts owing under this clause (d) shall be conclusive absent manifest error. (e) At any time after a Fronting Bank has made a payment under any Letter of Credit and has received from any Revolving Credit Bank such Bank’s Commitment Percentage of any Reimbursement Obligation in respect of such payment in accordance with §3.3(c), if the Agent receives for the account of such Fronting Bank any payment in respect of the related Reimbursement Obligation or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Agent), the Agent will distribute to such Revolving Credit Bank its Commitment Percentage thereof in Dollars and in the same funds as those received by the Agent. If any payment received by the Agent for the account of a Fronting Bank pursuant to this §3.3(e) is required to be returned under any of the circumstances described in §18 (including pursuant to any settlement entered into by such Fronting Bank in its discretion), each Revolving Credit Bank shall pay to the Agent for the account of such Fronting Bank its Commitment Percentage thereof on demand of the Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Revolving Credit Bank, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Revolving Credit Banks under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Letter of Credit Payments; Funding of a Loan. (a) If any draft shall be presented or other demand for payment shall be made under any Letter of Credit, the applicable Fronting Bank will use its best reasonable efforts to notify the Borrower and the Agent (who will use its best efforts to promptly notify each of the Revolving Credit Banks)Lenders, on or before the date such the Fronting Bank intends to honor such drawing, of the date and amount of the draft presented or demand for payment and of the date and time when it expects to pay such draft or honor such demand for payment and, except to the extent the amount of such draft becomes a Revolving Credit Loan as set forth in this §3.35.3, the Borrower shall reimburse the Agent, as set forth in §3.25.2. Notwithstanding anything contained in §3.2 5.2 or this §3.3 5.3 to the contrary, however, unless the Borrower shall have notified the Agent and the applicable Fronting Bank prior to 11:00 a.m. (Cleveland, Ohio time) on the Business Day immediately prior to the date of such drawing that the Borrower intends to reimburse such Fronting Bank for the amount of such drawing with funds other than the proceeds of Revolving Credit Loans, subject to satisfaction of the conditions set forth in §§2.4 and 13 (other than delivery to the Agent of a Completed Loan Request), the Borrower shall be deemed to have timely given a Completed Loan Request pursuant to §2.4 to the Agent, requesting a Base Rate Loan on the date on which such drawing is honored and in an amount equal to the amount of such drawing (or in an amount equal drawing, which Base Rate Loan will bear interest at the rate otherwise then applicable to the Dollar Equivalent of such drawing in the case of a Letter of Credit denominated in an Alternative Currency), without regard to the minimum and multiples specified in §2.4(i) for the principal amount of Revolving Credit LoansBase Rate Loans hereunder. The Borrower may thereafter convert any such Base Rate Loan to a Revolving Credit Loan of another Type in accordance with §2.5. Each Lender shall, in accordance with §2.6, make available such Lender’s Commitment Percentage of such Revolving Credit Loan to Agent, the proceeds of which shall be applied directly by Agent to reimburse Fronting Bank for the amount of such draw. In the event that any Lender fails to make available to Agent the amount of such Lender’s Commitment Percentage of such Revolving Credit Loan on the date of any drawing, Agent shall be entitled to recover such amount on demand from such Lender plus any additional amounts payable under §2.6(b) in the event of a late funding by a Lender. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its participations in Letters of Credit and any other amounts due to it hereunder to the Agent to fund the amount of any drawn Letter of Credit which such Lender was required to fund pursuant to this section until such amount has been funded (as a result of such assignment or otherwise). If after the issuance of a Letter of Credit by the Fronting Bank, but prior to the funding of any portion thereof by a Lender, one of the events described in §14.1(g) or (h) shall have occurred or any of the conditions set forth in §13.2 have not been met, each Lender will, on the date such Revolving Credit Loan would otherwise be required to be made, purchase an undivided participation interest in the Letter of Credit in an amount equal to its Commitment Percentage of the amount of such Letter of Credit. Each Lender will immediately transfer to the Fronting Bank in immediately available funds the amount of its participation and upon receipt thereof the Fronting Bank will deliver to such Lender a Letter of Credit participation certificate dated the date of receipt of such funds and in such amount. The Fronting Bank is irrevocably authorized by the Borrower and each of the Revolving Credit Banks Lenders to honor draws on each Letter of Credit issued by it by the beneficiary thereof in accordance with the terms of such Letter of Credit. Each Revolving Credit Bank, The responsibility of the Agent Fronting Bank to the Borrower and the Borrower agree that, in paying any drawing Lenders shall be only to determine that the documents (including each draft) delivered under a Letter of Credit, no Fronting Bank shall have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. In furtherance of the foregoing and the provisions of §3.4, and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the applicable Fronting Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit. (b) With respect to any payment under any each Letter of Credit that is not fully refinanced by a Base Rate Loan because the conditions set forth in §13 cannot be satisfied or for any other reason, the Borrower connection with such presentment shall be deemed to have incurred from the Fronting Bank that issued in conformity in all material respects with such Letter of Credit a Reimbursement Obligation in the amount that is not so refinanced, which Reimbursement Obligation shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate from and after the date that is five (5) Business Days after the date of such demand. In such event, each Revolving Credit Bank’s payment to the Agent for the account of the applicable Fronting Bank pursuant to §3.3(c) shall be deemed payment in respect of its participation in such Reimbursement Obligation and shall constitute an advance from such Bank in satisfaction of its participation obligation pursuant to §3.1.4 (a “Letter of Credit Participation”); provided, however, that, in all cases subject to §5.12.1(d), in respect of any payment under a Letter of Credit, the maximum amount that any Revolving Credit Bank shall be required to fund, whether as a Base Rate Loan pursuant to §3.3(a) or as a participation in a Reimbursement Obligation pursuant to this §3.3(b), shall not exceed such Revolving Credit Bank’s Commitment Percentage of such payment. (c) If the Borrower is deemed to have requested a Revolving Credit Loan pursuant to §3.3(a) or has incurred a Reimbursement Obligation pursuant to §3.3(b), the Agent shall promptly notify each Revolving Credit Bank of 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) and the amount of such Revolving Credit Bank’s Commitment Percentage thereof. Each Revolving Credit Bank shall, upon receipt of any such notice and in accordance with §2.6, make available on the Business Day specified in such notice by the Agent, in Dollars, such Revolving Credit Fronting Bank’s Commitment Percentage of such unreimbursed drawing at the Agent’s Funding Office for Dollar denominated payments (and the Agent may apply Cash Collateral provided for this purpose), the proceeds of which shall be applied directly by the Agent to reimburse the applicable Fronting Bank in Dollars for such amount. Until each Revolving Credit Bank funds its Commitment Percentage pursuant to this §3.3(c) to reimburse such Fronting Bank for any amount drawn under any Letter of Credit, interest in respect of such Revolving Credit Bank’s Commitment Percentage of such amount shall be solely for the account of such Fronting Bankcustomary practices. (d) If any Revolving Credit Bank fails to make available to the Agent for the account of a Fronting Bank any amount required to be paid by such Bank pursuant to §3.3(c), then, without limiting the other provisions of this Agreement, such Fronting Bank shall be entitled to recover from such Bank (acting through the Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such Fronting Bank at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by such Fronting Bank in connection with the foregoing. If such Revolving Credit Bank pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Revolving Credit Bank’s Commitment Percentage included in the relevant Revolving Credit Loan or Reimbursement Obligation, as the case may be. A certificate of such Fronting Bank submitted to any Revolving Credit Bank (through the Agent) with respect to any amounts owing under this clause (d) shall be conclusive absent manifest error. (e) At any time after a Fronting Bank has made a payment under any Letter of Credit and has received from any Revolving Credit Bank such Bank’s Commitment Percentage of any Reimbursement Obligation in respect of such payment in accordance with §3.3(c), if the Agent receives for the account of such Fronting Bank any payment in respect of the related Reimbursement Obligation or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Agent), the Agent will distribute to such Revolving Credit Bank its Commitment Percentage thereof in Dollars and in the same funds as those received by the Agent. If any payment received by the Agent for the account of a Fronting Bank pursuant to this §3.3(e) is required to be returned under any of the circumstances described in §18 (including pursuant to any settlement entered into by such Fronting Bank in its discretion), each Revolving Credit Bank shall pay to the Agent for the account of such Fronting Bank its Commitment Percentage thereof on demand of the Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Revolving Credit Bank, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Revolving Credit Banks under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Letter of Credit Payments; Funding of a Loan. (a) If any draft shall be presented or other demand for payment shall be made under any Letter of Credit, the applicable Fronting Bank will use its best reasonable efforts to notify the Borrower and the Agent (who will use its best efforts to promptly notify each of the Revolving Credit Banks)Lenders, on or before the date such the Fronting Bank intends to honor such drawing, of the date and amount of the draft presented or demand for payment and of the date and time when it expects to pay such draft or honor such demand for payment and, except to the extent the amount of such draft becomes a Revolving Credit Loan as set forth in this §3.35.3, the Borrower shall reimburse the Agent, as set forth in §3.25.2. Notwithstanding anything contained in §3.2 5.2 or this §3.3 5.3 to the contrary, however, unless the Borrower shall have notified the Agent and the applicable Fronting Bank prior to 11:00 a.m. (Cleveland, Ohio time) on the Business Day immediately prior to the date of such drawing that the Borrower intends to reimburse such Fronting Bank for the amount of such drawing with funds other than the proceeds of Revolving Credit Loans, subject to satisfaction of the conditions set forth in §§2.4 and 13 (other than delivery to the Agent of a Completed Loan Request), the Borrower shall be deemed to have timely given a Completed Loan Request pursuant to §2.4 to the Agent, requesting a Base Rate Loan on the date on which such drawing is honored and in an amount equal to the amount of such drawing (or in an amount equal to the Dollar Equivalent of such drawing in the case of a Letter of Credit denominated in an Alternative Currency), without regard to the minimum and multiples specified in §2.4(i) for the principal amount of Revolving Credit Loansdrawing. The Borrower may thereafter convert any such Base Rate Loan to a Revolving Credit Loan of another Type in accordance with §2.5. Each Lender shall, in accordance with §2.6, make available such Lender’s Commitment Percentage of such Revolving Credit Loan to Agent, the proceeds of which shall be applied directly by Agent to reimburse Fronting Bank for the amount of such draw. In the event that any Lender fails to make available to Agent the amount of such Lender’s Commitment Percentage of such Revolving Credit Loan on the date of any drawing, Agent shall be entitled to recover such amount on demand from such Lender plus any additional amounts payable under §2.6(b) in the event of a late funding by a Lender. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its participations in Letters of Credit and any other amounts due to it hereunder to the Agent to fund the amount of any drawn Letter of Credit which such Lender was required to fund pursuant to this section until such amount has been funded (as a result of such assignment or otherwise). If after the issuance of a Letter of Credit by the Fronting Bank, but prior to the funding of any portion thereof by a Lender, one of the events described in §14.1(g) or (h) shall have occurred or any of the conditions set forth in §13.2 have not been met, each Lender will, on the date such Revolving Credit Loan would otherwise be required to be made, purchase an undivided participation interest in the Letter of Credit in an amount equal to its Commitment Percentage of the amount of such Letter of Credit. Each Lender will immediately transfer to the Fronting Bank in immediately available funds the amount of its participation and upon receipt thereof the Fronting Bank will deliver to such Lender a Letter of Credit participation certificate dated the date of receipt of such funds and in such amount. The Fronting Bank is irrevocably authorized by the Borrower and each of the Revolving Credit Banks Lenders to honor draws on each Letter of Credit issued by it by the beneficiary thereof in accordance with the terms of such Letter of Credit. Each Revolving Credit Bank, The responsibility of the Agent Fronting Bank to the Borrower and the Borrower agree that, in paying any drawing Lenders shall be only to determine that the documents (including each draft) delivered under a Letter of Credit, no Fronting Bank shall have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. In furtherance of the foregoing and the provisions of §3.4, and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the applicable Fronting Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit. (b) With respect to any payment under any each Letter of Credit that is not fully refinanced by a Base Rate Loan because the conditions set forth in §13 cannot be satisfied or for any other reason, the Borrower connection with such presentment shall be deemed to have incurred from the Fronting Bank that issued in conformity in all material respects with such Letter of Credit a Reimbursement Obligation in the amount that is not so refinanced, which Reimbursement Obligation shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate from and after the date that is five (5) Business Days after the date of such demand. In such event, each Revolving Credit Bank’s payment to the Agent for the account of the applicable Fronting Bank pursuant to §3.3(c) shall be deemed payment in respect of its participation in such Reimbursement Obligation and shall constitute an advance from such Bank in satisfaction of its participation obligation pursuant to §3.1.4 (a “Letter of Credit Participation”); provided, however, that, in all cases subject to §5.12.1(d), in respect of any payment under a Letter of Credit, the maximum amount that any Revolving Credit Bank shall be required to fund, whether as a Base Rate Loan pursuant to §3.3(a) or as a participation in a Reimbursement Obligation pursuant to this §3.3(b), shall not exceed such Revolving Credit Bank’s Commitment Percentage of such payment. (c) If the Borrower is deemed to have requested a Revolving Credit Loan pursuant to §3.3(a) or has incurred a Reimbursement Obligation pursuant to §3.3(b), the Agent shall promptly notify each Revolving Credit Bank of 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) and the amount of such Revolving Credit Bank’s Commitment Percentage thereof. Each Revolving Credit Bank shall, upon receipt of any such notice and in accordance with §2.6, make available on the Business Day specified in such notice by the Agent, in Dollars, such Revolving Credit Fronting Bank’s Commitment Percentage of such unreimbursed drawing at the Agent’s Funding Office for Dollar denominated payments (and the Agent may apply Cash Collateral provided for this purpose), the proceeds of which shall be applied directly by the Agent to reimburse the applicable Fronting Bank in Dollars for such amount. Until each Revolving Credit Bank funds its Commitment Percentage pursuant to this §3.3(c) to reimburse such Fronting Bank for any amount drawn under any Letter of Credit, interest in respect of such Revolving Credit Bank’s Commitment Percentage of such amount shall be solely for the account of such Fronting Bankcustomary practices. (d) If any Revolving Credit Bank fails to make available to the Agent for the account of a Fronting Bank any amount required to be paid by such Bank pursuant to §3.3(c), then, without limiting the other provisions of this Agreement, such Fronting Bank shall be entitled to recover from such Bank (acting through the Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such Fronting Bank at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by such Fronting Bank in connection with the foregoing. If such Revolving Credit Bank pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Revolving Credit Bank’s Commitment Percentage included in the relevant Revolving Credit Loan or Reimbursement Obligation, as the case may be. A certificate of such Fronting Bank submitted to any Revolving Credit Bank (through the Agent) with respect to any amounts owing under this clause (d) shall be conclusive absent manifest error. (e) At any time after a Fronting Bank has made a payment under any Letter of Credit and has received from any Revolving Credit Bank such Bank’s Commitment Percentage of any Reimbursement Obligation in respect of such payment in accordance with §3.3(c), if the Agent receives for the account of such Fronting Bank any payment in respect of the related Reimbursement Obligation or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Agent), the Agent will distribute to such Revolving Credit Bank its Commitment Percentage thereof in Dollars and in the same funds as those received by the Agent. If any payment received by the Agent for the account of a Fronting Bank pursuant to this §3.3(e) is required to be returned under any of the circumstances described in §18 (including pursuant to any settlement entered into by such Fronting Bank in its discretion), each Revolving Credit Bank shall pay to the Agent for the account of such Fronting Bank its Commitment Percentage thereof on demand of the Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Revolving Credit Bank, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Revolving Credit Banks under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Letter of Credit Payments; Funding of a Loan. (a) If any draft shall be presented or other demand for payment shall be made under any Letter of Credit, the applicable Fronting Bank will use its best reasonable efforts to notify the Borrower and the Agent (who will use its best efforts to promptly notify each of the Revolving Credit Banks)Lenders, on or before the date such the Fronting Bank intends to honor such drawing, of the date and amount of the draft presented or demand for payment and of the date and time when it expects to pay such draft or honor such demand for payment and, except to the extent the amount of such draft becomes a Revolving Credit Loan as set forth in this §3.35.3, the Borrower shall reimburse the Agent, as set forth in §3.25.2. Notwithstanding anything contained in §3.2 5.2 or this §3.3 5.3 to the contrary, however, unless the Borrower shall have notified the Agent and the applicable Fronting Bank prior to 11:00 a.m. (New York time) on the Business Day immediately prior to the date of such drawing that the Borrower intends to reimburse such Fronting Bank for the amount of such drawing with funds other than the proceeds of Revolving Credit Loans, subject to satisfaction of the conditions set forth in §§2.4 and 13 (other than delivery to the Agent of a Completed Loan Request), the Borrower shall be deemed to have timely given a Completed Loan Request pursuant to §2.4 to the Agent, requesting a Base Rate Loan on the date on which such drawing is honored and in an amount equal to the amount of such drawing (or in an amount equal to the Dollar Equivalent of such drawing in the case of a Letter of Credit denominated in an Alternative Currency), without regard to the minimum and multiples specified in §2.4(i) for the principal amount of Revolving Credit Loansdrawing. The Borrower may thereafter convert any such Base Rate Loan to a Revolving Credit Loan of another Type in accordance with §2.5. Each Lender shall, in accordance with §2.6, make available such Lender’s Commitment Percentage of such Revolving Credit Loan to Agent, the proceeds of which shall be applied directly by Agent to reimburse Fronting Bank for the amount of such draw. In the event that any Lender fails to make available to Agent the amount of such Lender’s Commitment Percentage of such Revolving Credit Loan on the date of any drawing, Agent shall be entitled to recover such amount on demand from such Lender plus any additional amounts payable under §2.6(b) in the event of a late funding by a Lender. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its participations in Letters of Credit and any other amounts due to it hereunder to the Agent to fund the amount of any drawn Letter of Credit which such Lender was required to fund pursuant to this section until such amount has been funded (as a result of such assignment or otherwise). If after the issuance of a Letter of Credit pursuant to §2.10(c) by the Issuing Lender, but prior to the funding of any portion thereof by a Lender, one of the events described in §14.1(g) or (h) shall have occurred, each Lender will, on the date such Revolving Credit Loan was to have been made, purchase an undivided participation interest in the Letter of Credit in an amount equal to its Commitment Percentage of the amount of such Letter of Credit. Each Lender will immediately transfer to the Issuing Lender in immediately available funds the amount of its participation and upon receipt thereof the Issuing Lender will deliver to such Lender a Letter of Credit participation certificate dated the date of receipt of such funds and in such amount. The Fronting Bank is irrevocably authorized by the Borrower and each of the Revolving Credit Banks Lenders to honor draws on each Letter of Credit issued by it by the beneficiary thereof in accordance with the terms of such Letter of Credit. Each Revolving Credit Bank, The responsibility of the Agent Fronting Bank to the Borrower and the Borrower agree that, in paying any drawing Lenders shall be only to determine that the documents (including each draft) delivered under a Letter of Credit, no Fronting Bank shall have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. In furtherance of the foregoing and the provisions of §3.4, and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the applicable Fronting Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit. (b) With respect to any payment under any each Letter of Credit that is not fully refinanced by a Base Rate Loan because the conditions set forth in §13 cannot be satisfied or for any other reason, the Borrower connection with such presentment shall be deemed to have incurred from the Fronting Bank that issued in conformity in all material respects with such Letter of Credit a Reimbursement Obligation in the amount that is not so refinanced, which Reimbursement Obligation shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate from and after the date that is five (5) Business Days after the date of such demand. In such event, each Revolving Credit Bank’s payment to the Agent for the account of the applicable Fronting Bank pursuant to §3.3(c) shall be deemed payment in respect of its participation in such Reimbursement Obligation and shall constitute an advance from such Bank in satisfaction of its participation obligation pursuant to §3.1.4 (a “Letter of Credit Participation”); provided, however, that, in all cases subject to §5.12.1(d), in respect of any payment under a Letter of Credit, the maximum amount that any Revolving Credit Bank shall be required to fund, whether as a Base Rate Loan pursuant to §3.3(a) or as a participation in a Reimbursement Obligation pursuant to this §3.3(b), shall not exceed such Revolving Credit Bank’s Commitment Percentage of such payment. (c) If the Borrower is deemed to have requested a Revolving Credit Loan pursuant to §3.3(a) or has incurred a Reimbursement Obligation pursuant to §3.3(b), the Agent shall promptly notify each Revolving Credit Bank of 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) and the amount of such Revolving Credit Bank’s Commitment Percentage thereof. Each Revolving Credit Bank shall, upon receipt of any such notice and in accordance with §2.6, make available on the Business Day specified in such notice by the Agent, in Dollars, such Revolving Credit Fronting Bank’s Commitment Percentage of such unreimbursed drawing at the Agent’s Funding Office for Dollar denominated payments (and the Agent may apply Cash Collateral provided for this purpose), the proceeds of which shall be applied directly by the Agent to reimburse the applicable Fronting Bank in Dollars for such amount. Until each Revolving Credit Bank funds its Commitment Percentage pursuant to this §3.3(c) to reimburse such Fronting Bank for any amount drawn under any Letter of Credit, interest in respect of such Revolving Credit Bank’s Commitment Percentage of such amount shall be solely for the account of such Fronting Bankcustomary practices. (d) If any Revolving Credit Bank fails to make available to the Agent for the account of a Fronting Bank any amount required to be paid by such Bank pursuant to §3.3(c), then, without limiting the other provisions of this Agreement, such Fronting Bank shall be entitled to recover from such Bank (acting through the Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such Fronting Bank at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by such Fronting Bank in connection with the foregoing. If such Revolving Credit Bank pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Revolving Credit Bank’s Commitment Percentage included in the relevant Revolving Credit Loan or Reimbursement Obligation, as the case may be. A certificate of such Fronting Bank submitted to any Revolving Credit Bank (through the Agent) with respect to any amounts owing under this clause (d) shall be conclusive absent manifest error. (e) At any time after a Fronting Bank has made a payment under any Letter of Credit and has received from any Revolving Credit Bank such Bank’s Commitment Percentage of any Reimbursement Obligation in respect of such payment in accordance with §3.3(c), if the Agent receives for the account of such Fronting Bank any payment in respect of the related Reimbursement Obligation or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Agent), the Agent will distribute to such Revolving Credit Bank its Commitment Percentage thereof in Dollars and in the same funds as those received by the Agent. If any payment received by the Agent for the account of a Fronting Bank pursuant to this §3.3(e) is required to be returned under any of the circumstances described in §18 (including pursuant to any settlement entered into by such Fronting Bank in its discretion), each Revolving Credit Bank shall pay to the Agent for the account of such Fronting Bank its Commitment Percentage thereof on demand of the Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Revolving Credit Bank, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Revolving Credit Banks under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Letter of Credit Payments; Funding of a Loan. (a) If any draft shall be presented or other demand for payment shall be made under any Letter of Credit, the applicable Fronting Bank will use its best efforts to notify the Borrower and the Agent (who will use its best efforts to promptly notify each of the Revolving Credit Banks), on or before the date such the Fronting Bank intends to honor such drawing, of the date and amount of the draft presented or demand for payment and of the date and time when it expects to pay such draft or honor such demand for payment and, except to the extent the amount of such draft becomes a Revolving Credit Loan as set forth in this §Section 3.3, the Borrower shall reimburse the Agent, as set forth in §3.2Section 3.2 above. Notwithstanding anything contained in §Section 3.2 above or this §Section 3.3 to the contrary, however, unless the Borrower shall have notified the Agent and the applicable Fronting Bank prior to 11:00 a.m. (New York time) on the Business Day immediately prior to the date of such drawing that the Borrower intends to reimburse such Fronting Bank for the amount of such drawing with funds other than the proceeds of Revolving Credit the Loans, subject to satisfaction of the conditions set forth in §§2.4 and 13 (other than delivery to the Agent of a Completed Loan Request), the Borrower shall be deemed to have timely given a Completed Loan Request pursuant to §Section 2.4 to the Agent, requesting a Base Prime Rate Loan on the date on which such drawing is honored and in an amount equal to the amount of such drawing (or in an amount equal to the Dollar Equivalent of such drawing in the case of a Letter of Credit denominated in an Alternative Currency), without regard to the minimum and multiples specified in §2.4(i) for the principal amount of Revolving Credit Loansdrawing. The Borrower may thereafter convert any such Base Prime Rate Loan to a Revolving Credit Loan of another Type in accordance with §Section 2.5. Each Bank shall, in accordance with Section 2.6, make available such Bank's Commitment Percentage of such Loan to Agent, the proceeds of which shall be applied directly by Agent to reimburse Fronting Bank for the amount of such draw. In the event that any Bank fails to make available to Agent the amount of such Bank's Commitment Percentage of such Loan on the date of the drawing, Agent shall be entitled to recover such amount on demand from such Bank plus any additional amounts payable under Section 2.6(b) in the event of a late funding by a Bank. The Fronting Bank is irrevocably authorized by the Borrower and each of the Revolving Credit Banks to honor draws on each Letter of Credit issued by it by the beneficiary thereof in accordance with the terms of such the Letter of Credit. Each Revolving Credit Bank, The responsibility of the Agent to the Borrower and the Borrower agree that, in paying any drawing Banks shall be only to determine that the documents (including each draft) delivered under a each Letter of Credit, no Fronting Bank Credit in connection with such presentment shall have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. In furtherance of the foregoing and the provisions of §3.4, and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance conformity in all material respects with the terms of a Letter of Credit, the applicable Fronting Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit. (b) With respect to any payment under any Letter of Credit that is not fully refinanced by a Base Rate Loan because the conditions set forth in §13 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the Fronting Bank that issued such Letter of Credit a Reimbursement Obligation in the amount that is not so refinanced, which Reimbursement Obligation shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate from and after the date that is five (5) Business Days after the date of such demand. In such event, each Revolving Credit Bank’s payment to the Agent for the account of the applicable Fronting Bank pursuant to §3.3(c) shall be deemed payment in respect of its participation in such Reimbursement Obligation and shall constitute an advance from such Bank in satisfaction of its participation obligation pursuant to §3.1.4 (a “Letter of Credit Participation”); provided, however, that, in all cases subject to §5.12.1(d), in respect of any payment under a Letter of Credit, the maximum amount that any Revolving Credit Bank shall be required to fund, whether as a Base Rate Loan pursuant to §3.3(a) or as a participation in a Reimbursement Obligation pursuant to this §3.3(b), shall not exceed such Revolving Credit Bank’s Commitment Percentage of such payment. (c) If the Borrower is deemed to have requested a Revolving Credit Loan pursuant to §3.3(a) or has incurred a Reimbursement Obligation pursuant to §3.3(b), the Agent shall promptly notify each Revolving Credit Bank of 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) and the amount of such Revolving Credit Bank’s Commitment Percentage thereof. Each Revolving Credit Bank shall, upon receipt of any such notice and in accordance with §2.6, make available on the Business Day specified in such notice by the Agent, in Dollars, such Revolving Credit Bank’s Commitment Percentage of such unreimbursed drawing at the Agent’s Funding Office for Dollar denominated payments (and the Agent may apply Cash Collateral provided for this purpose), the proceeds of which shall be applied directly by the Agent to reimburse the applicable Fronting Bank in Dollars for such amount. Until each Revolving Credit Bank funds its Commitment Percentage pursuant to this §3.3(c) to reimburse such Fronting Bank for any amount drawn under any Letter of Credit, interest in respect of such Revolving Credit Bank’s Commitment Percentage of such amount shall be solely for the account of such Fronting Bank. (d) If any Revolving Credit Bank fails to make available to the Agent for the account of a Fronting Bank any amount required to be paid by such Bank pursuant to §3.3(c), then, without limiting the other provisions of this Agreement, such Fronting Bank shall be entitled to recover from such Bank (acting through the Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such Fronting Bank at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by such Fronting Bank in connection with the foregoing. If such Revolving Credit Bank pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Revolving Credit Bank’s Commitment Percentage included in the relevant Revolving Credit Loan or Reimbursement Obligation, as the case may be. A certificate of such Fronting Bank submitted to any Revolving Credit Bank (through the Agent) with respect to any amounts owing under this clause (d) shall be conclusive absent manifest error. (e) At any time after a Fronting Bank has made a payment under any Letter of Credit and has received from any Revolving Credit Bank such Bank’s Commitment Percentage of any Reimbursement Obligation in respect of such payment in accordance with §3.3(c), if the Agent receives for the account of such Fronting Bank any payment in respect of the related Reimbursement Obligation or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Agent), the Agent will distribute to such Revolving Credit Bank its Commitment Percentage thereof in Dollars and in the same funds as those received by the Agent. If any payment received by the Agent for the account of a Fronting Bank pursuant to this §3.3(e) is required to be returned under any of the circumstances described in §18 (including pursuant to any settlement entered into by such Fronting Bank in its discretion), each Revolving Credit Bank shall pay to the Agent for the account of such Fronting Bank its Commitment Percentage thereof on demand of the Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Revolving Credit Bank, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Revolving Credit Banks under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.