Common use of Letter of Credit Payments Clause in Contracts

Letter of Credit Payments. (a) The Borrower and each Lender authorizes the Agent to review on behalf of each Lender each Draft and such other document presented under each Letter. The determination of the Agent as to the conformity of any documents presented under a Letter to the requirements of such Letter shall, in the absence of the Agent’s gross negligence or willful misconduct (and subject to Section 3.11(h)(II)(i)), be conclusive and binding on the Borrower and each Lender. The Agent shall, within a reasonable time following its receipt thereof, examine all documents purporting to represent a demand for payment under any Letter. The Agent shall promptly after such examination (i) notify each of the Lenders obligated under such Letter and the Borrower by telephone (confirmed in writing) of such demand for payment and of each Lender’s share of such payment, and (ii) notify each Lender and the Borrower whether said demand for payment was properly made under the relevant Letter. With respect to any drawing determined by the Agent to have been properly made under a Letter, each Lender will make an L/C Disbursement in respect of such Letter in accordance with its liability under such Letter and this Agreement, such L/C Disbursement to be made to such account of the Agent as shall have been most recently designated by it for such purpose by notice to the Lenders. The Agent will make any such L/C Disbursement available to the beneficiary of such Letter by promptly crediting the amounts so received, in like funds, to the account identified by such beneficiary in connection with such demand for payment. Promptly following any L/C Disbursement by any Lender in respect of any Letter, the Agent will notify the Borrower of such L/C Disbursement. Any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse any Lender with respect to any L/C Disbursement. The Agent shall not be required to make any payment under a Letter in excess of the amount received by it from the Lenders for such payment. (b) Unless the Agent shall have been notified by telephone and in writing by a Lender at least one Business Day prior to the date that a payment under a Letter is to be made by the Agent, that such Lender does not intend to make available to the Agent the amount of such Lender’s share of such payment, the Agent may assume that such Lender has made or will make such amount available to the Agent, and the Agent may, in reliance upon such assumption, pay such Lender’s share of the payment to be made under such Letter. If such amount (the “Unpaid Amount”) is not in fact made available to the Agent by such Lender, the Agent shall be entitled to retain for its own account any payment made by the Borrower to such Lender in respect of such Unpaid Amount and shall further be entitled to recover the balance of such Unpaid Amount from such Lender and the Borrower. If such Lender does not pay such amount forthwith upon the Agent’s demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall, to the extent it has not theretofore done so, pay such amount to the Agent no later than one Business Day after such notice. The Agent shall also be entitled to recover from such Lender (or, if such Lender shall fail to pay such amount, from the Borrower if and to the extent unpaid) interest on such corresponding amount in respect of each day from the date such amount was paid by the Agent under the Letter and until such amount is recovered by the Agent, at a rate per annum equal to, if paid by such Lender, the rate determined by the Agent (which shall be conclusive and binding on the Lender) in accordance with the Agent’s usual banking practice for similar advances to financial institutions of like standing to that Lender, but, in any event, at a rate no greater than the usual interbank offered rate for the sale of deposits in the applicable currency. Upon payment by such Lender to the Agent of such amount and interest thereon, as aforesaid, such Lender shall be deemed to have paid its share of the payment made under the Letter. Nothing herein shall be deemed to relieve any Lender from its obligation to pay its share of all drawings made under any Letters issued on its behalf or to prejudice any rights which the Borrower or any beneficiary under any such Letter may have against any Lender as a result of any default by such Lender in making any payment which it is obligated to make under any such Letter.

Letter of Credit Payments. (a) The Borrower and each Lender authorizes the Agent to review on behalf of each Lender each Draft and such If any draft shall be presented or other document presented under each Letter. The determination of the Agent as to the conformity of any documents presented under a Letter to the requirements of such Letter shall, in the absence of the Agent’s gross negligence or willful misconduct (and subject to Section 3.11(h)(II)(i)), be conclusive and binding on the Borrower and each Lender. The Agent shall, within a reasonable time following its receipt thereof, examine all documents purporting to represent a ------------------------- demand for payment shall be made under any Letter. The Letter of Credit, the Agent shall promptly after such examination (i) notify each the Borrower of the Lenders obligated under such Letter date and amount of the Borrower by telephone (confirmed in writing) of such draft presented or demand for payment and of each Lender’s share of the date and time when it expects to pay such payment, and (ii) notify each Lender and the Borrower whether said demand for payment was properly made under the relevant Letter. With respect to any drawing determined by the Agent to have been properly made under a Letter, each Lender will make an L/C Disbursement in respect of such Letter in accordance with its liability under such Letter and this Agreement, such L/C Disbursement to be made to such account of the Agent as shall have been most recently designated by it for such purpose by notice to the Lenders. The Agent will make any such L/C Disbursement available to the beneficiary of such Letter by promptly crediting the amounts so received, in like funds, to the account identified by such beneficiary in connection with draft or honor such demand for payment. Promptly following any L/C Disbursement by any Lender in respect of any Letter, If the Borrower fails to reimburse the Agent will notify the Borrower of such L/C Disbursement. Any failure to give as provided in (S)5.2 on or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse any Lender with respect to any L/C Disbursement. The Agent shall not be required to make any payment under a Letter in excess of the amount received by it from the Lenders for such payment. (b) Unless the Agent shall have been notified by telephone and in writing by a Lender at least one Business Day prior to before the date that a such draft is paid or other payment under a Letter is to be made by the Agent, that the Agent may at any time thereafter notify the Banks of the amount of any such Lender does not intend to Unpaid Reimbursement Obligation. No later than 3:00 p.m. (Boston time) on the Business Day next following the receipt of such notice, each Bank shall make available to the Agent, at the Agent's Head Office, in immediately available funds, such Bank's Commitment Percentage of such Unpaid Reimbursement Obligation, together with an amount equal to the product of (a) the average, computed for the period referred to in clause (c) below, of the weighted average interest rate paid by the Agent for federal funds acquired by the Agent during each day included in such period, times (b) the amount equal to such Bank's ----- Commitment Percentage of such Lender’s share Unpaid Reimbursement Obligation, times (c) a ----- fraction, the numerator of which is the number of days that elapse from and including the date the Agent paid the draft presented for honor or otherwise made payment to the date on which such Bank's Commitment Percentage of such payment, the Agent may assume that such Lender has made or will make such amount Unpaid Reimbursement obligation shall become immediately available to the Agent, and the Agent may, in reliance upon such assumption, pay such Lender’s share denominator of which is 360. The responsibility of the payment to be made under such Letter. If such amount (the “Unpaid Amount”) is not in fact made available Agent to the Agent by such Lender, Borrower and the Agent Banks shall be entitled only to retain for its own account any payment made by determine that the Borrower to documents (including each draft) delivered under each Letter of Credit in connection with such Lender in respect of such Unpaid Amount and shall further be entitled to recover the balance of such Unpaid Amount from such Lender and the Borrower. If such Lender does not pay such amount forthwith upon the Agent’s demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall, to the extent it has not theretofore done so, pay such amount to the Agent no later than one Business Day after such notice. The Agent shall also be entitled to recover from such Lender (or, if such Lender shall fail to pay such amount, from the Borrower if and to the extent unpaid) interest on such corresponding amount in respect of each day from the date such amount was paid by the Agent under the Letter and until such amount is recovered by the Agent, at a rate per annum equal to, if paid by such Lender, the rate determined by the Agent (which presentment shall be conclusive and binding on the Lender) in accordance conformity in all material respects with the Agent’s usual banking practice for similar advances to financial institutions of like standing to that Lender, but, in any event, at a rate no greater than the usual interbank offered rate for the sale of deposits in the applicable currency. Upon payment by such Lender to the Agent of such amount and interest thereon, as aforesaid, such Lender shall be deemed to have paid its share of the payment made under the Letter. Nothing herein shall be deemed to relieve any Lender from its obligation to pay its share of all drawings made under any Letters issued on its behalf or to prejudice any rights which the Borrower or any beneficiary under any such Letter may have against any Lender as a result of any default by such Lender in making any payment which it is obligated to make under any such LetterCredit.

Letter of Credit Payments. (a) The Borrower and each Lender authorizes the Agent to review on behalf of each Lender each Draft and such If any draft shall be presented or other document presented under each Letter. The determination of the Agent as to the conformity of any documents presented under a Letter to the requirements of such Letter shall, in the absence of the Agent’s gross negligence or willful misconduct (and subject to Section 3.11(h)(II)(i)), be conclusive and binding on the Borrower and each Lender. The Agent shall, within a reasonable time following its receipt thereof, examine all documents purporting to represent a demand for payment shall be made under any Letter. The Letter of Credit, the L/C Issuer shall notify the Administrative Agent shall promptly after such examination (i) notify each of the Lenders obligated under such Letter and the Borrower by telephone (confirmed in writing) of such the date and amount of the draft presented or demand for payment and of each Lender’s share of the date and time when it expects to pay such payment, and (ii) notify each Lender and the Borrower whether said demand for payment was properly made under the relevant Letter. With respect to any drawing determined by the Agent to have been properly made under a Letter, each Lender will make an L/C Disbursement in respect of such Letter in accordance with its liability under such Letter and this Agreement, such L/C Disbursement to be made to such account of the Agent as shall have been most recently designated by it for such purpose by notice to the Lenders. The Agent will make any such L/C Disbursement available to the beneficiary of such Letter by promptly crediting the amounts so received, in like funds, to the account identified by such beneficiary in connection with draft or honor such demand for payment. Promptly following any If the Borrower fails to reimburse the L/C Disbursement Issuer as provided in §4.2 on or before the date that such draft is paid or other payment is made by any Lender in respect of any Letter, the Agent will notify the Borrower of such L/C DisbursementIssuer, the Administrative Agent may at any time thereafter notify the Lenders of the amount of any such Unpaid Reimbursement Obligation and the amount of each Lender’s Commitment Percentage thereof. In such event, the Borrower shall be deemed to have requested a Base Rate Loan to be disbursed on the Honor Date in an amount equal to the Unpaid Reimbursement Obligation, without regard to the minimum and multiples specified in §2.6 for the principal amount of Base Rate Loans, but subject to the other conditions set forth in §§2.1, 2.6 and 12 (other than the delivery of a Loan Request). Any failure to give or delay in giving such notice shall not relieve given by the Borrower of its obligation to reimburse any Lender with respect to any L/C DisbursementIssuer or the Administrative Agent pursuant to this §4.3 may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. Each Revolving Credit Lender shall upon any notice pursuant to §4.3 make funds available to the Administrative Agent for the account of the L/C Issuer at the Administrative Agent’s Office in an amount equal to its Commitment Percentage of the Unpaid Reimbursement Obligation not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of §4.3(b), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall not be required remit the funds so received to make any payment under a Letter in excess of the amount received by it from the Lenders for such paymentL/C Issuer. (b) Unless With respect to any Unpaid Reimbursement Obligation that is not fully refinanced by Base Rate Loans because the Agent conditions set forth in §12 cannot be satisfied or for any other reason, the Borrower shall be deemed to have been notified by telephone incurred from the L/C Issuer an L/C Borrowing in the amount of the Unpaid Reimbursement Obligation that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate set forth in writing by a Lender at least one Business Day prior §5.10. 1. In such event, each Revolving Credit Lender’s payment to the date that a Administrative Agent for the account of the L/C Issuer pursuant to §4.3(a) shall be deemed payment under a Letter is to be made by the Agent, that in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender does not intend in satisfaction of its participation obligation under this §4. (c) Until each Revolving Credit Lender funds its Commitment Percentage of the Loans or participations as set forth in this §4.3 to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Commitment Percentage of such amount shall be solely for the account of the L/C Issuer. (d) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of such Lender’s share of such paymentthis §4.3 by the time specified in §4.3, the Agent may assume that such Lender has made or will make such amount available to the Agent, and the Agent may, in reliance upon such assumption, pay such Lender’s share of the payment to be made under such Letter. If such amount (the “Unpaid Amount”) is not in fact made available to the Agent by such Lender, the Agent applicable L/C Issuer shall be entitled to retain for its own account any payment made by the Borrower to such Lender in respect of such Unpaid Amount and shall further be entitled to recover the balance of such Unpaid Amount from such Lender and the Borrower. If such Lender does not pay such amount forthwith upon the Agent’s demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall, to the extent it has not theretofore done so, pay such amount to the Agent no later than one Business Day after such notice. The Agent shall also be entitled to recover from such Lender (oracting through the Administrative Agent), if on demand, such Lender shall fail to pay such amount, from amount with interest thereon for the Borrower if and to the extent unpaid) interest on such corresponding amount in respect of each day period from the date such amount was paid payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error. (e) At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender such Lender’s L/C Advance in respect of such payment in accordance with §4.3, if the Administrative Agent under receives for the Letter and until account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Commitment Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent. If any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to §4.3 is required to be returned in connection with any bankruptcy or insolvency proceeding or otherwise (including pursuant to any settlement entered into by the L/C Issuer in its discretion), each Revolving Credit Lender shall pay to the Administrative Agent for the account of the L/C Issuer its Commitment Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is recovered returned by the Agentsuch Lender, at a rate per annum equal to, if paid by such Lender, the rate determined by the Agent (which shall be conclusive and binding on the Lender) in accordance with the Agent’s usual banking practice for similar advances to financial institutions of like standing to that Lender, but, in any event, at a rate no greater than the usual interbank offered rate for the sale of deposits in the applicable currency. Upon payment by such Lender to the Agent of such amount and interest thereon, as aforesaid, such Lender shall be deemed Federal Funds Rate from time to have paid its share time in effect. The obligations of the Lenders under this clause shall survive the payment made under in full of the Letter. Nothing herein shall be deemed to relieve any Lender from its obligation to pay its share Obligations and the termination of all drawings made under any Letters issued on its behalf or to prejudice any rights which the Borrower or any beneficiary under any such Letter may have against any Lender as a result of any default by such Lender in making any payment which it is obligated to make under any such Letterthis Agreement.

Letter of Credit Payments. (a) The Borrower Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Issuing Lender shall notify GWI and each the Administrative Agent thereof. GWI shall reimburse the Issuing Lender authorizes through the Administrative Agent to review on behalf of each Lender each Draft and such other document presented under each Letter. The determination of the Agent as in an amount equal to the conformity amount of such drawing not later than (A) 1:00 p.m. (New York time) on the date of any documents presented payment by the Issuing Lender under a Letter of Credit (each such date, an “Honor Date”), to the requirements extent the Administrative Agent has delivered notice to GWI of such payment prior to 11:00 a.m. (New York time) on the Honor Date, or (B) 1:00 p.m. (New York time) on the Business Day immediately following the day that the Administrative Agent has delivered notice to GWI, to the extent such notice is not delivered to GWI prior to 11:00 a.m. (New York time) on the Honor Date. In the case of a Letter shallof Credit denominated in an Alternative Currency, GWI shall reimburse the Issuing Lender in such Alternative Currency, unless (A) the Issuing Lender (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, GWI shall have notified the Agent’s gross negligence or willful misconduct Issuing Lender promptly following receipt of the notice of drawing that GWI will reimburse the Issuing Lender in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the Issuing Lender shall notify GWI of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. If GWI fails to so reimburse the Issuing Lender by the time set forth in the second sentence of this §5.3(a) (and subject to Section 3.11(h)(II)(i)the “Letter of Credit Borrowing Date”), be conclusive and binding on the Borrower and each Lender. The Agent shall, within a reasonable time following its receipt thereof, examine all documents purporting to represent a demand for payment under any Letter. The Administrative Agent shall promptly after such examination (i) notify each of the Lenders obligated under such Letter and the Borrower by telephone (confirmed in writing) of such demand for payment and of each Lender’s share of such payment, and (ii) notify each Lender and the Borrower whether said demand for payment was properly made under the relevant Letter. With respect to any drawing determined by the Agent to have been properly made under a Letter, each Lender will make an L/C Disbursement in respect of such Letter in accordance with its liability under such Letter and this Agreement, such L/C Disbursement to be made to such account of the Agent as shall have been most recently designated by it for such purpose by notice to the Lenders. The Agent will make any such L/C Disbursement available to the beneficiary of such Letter by promptly crediting the amounts so received, in like funds, to the account identified by such beneficiary in connection with such demand for payment. Promptly following any L/C Disbursement by any Lender in respect of any LetterHonor Date, the Agent will notify the Borrower of such L/C Disbursement. Any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse any Lender with respect to any L/C Disbursement. The Agent shall not be required to make any payment under a Letter in excess amount of the amount received by it from Unpaid Reimbursement Obligation, which amount, for the Lenders for avoidance of doubt, shall include interest on such payment. (b) Unless Unpaid Reimbursement Obligation commencing on the Agent shall have been notified by telephone Honor Date, and in writing by a Lender at least one Business Day prior to the date that a payment under a Letter is to be made by the Agent, that such Lender does not intend to make available to the Agent the amount of such Lender’s share Commitment Percentage thereof. In such event, GWI shall be deemed to have requested a Base Rate Loan to be disbursed on the Letter of Credit Borrowing Date in an amount equal to the Unpaid Reimbursement Obligation, without regard to the minimum and multiples specified in §2.6 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Total Commitment and the conditions set forth in §13 (other than the delivery of a Loan Request). Any notice given by the Issuing Lender or the Administrative Agent pursuant to this §5.3(a) may be given by telephone if immediately confirmed in writing; provided that the lack of such payment, an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (b) Each Lender shall upon any notice pursuant to §5.3 (a) make funds available (and the Administrative Agent may assume apply Cash Collateral provided for this purpose) for the account of the Issuing Lender at the Administrative Agent’s Office in an amount equal to its Commitment Percentage of the Unpaid Reimbursement Obligation not later than 2:00 p.m. (New York time) on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of §5.3(c), each Lender that so makes funds available shall be deemed to have made a Base Rate Loan to GWI in such amount. The Administrative Agent shall remit the funds so received to the Issuing Lender. (c) With respect to any Unpaid Reimbursement Obligation 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, GWI shall be deemed to have incurred from the Issuing Lender a Letter of Credit Borrowing in the amount of the Unpaid Reimbursement Obligation that is not so refinanced, which Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the default rate specified in §6.10. In such event, each Lender’s payment to the Administrative Agent for the account of the Issuing Lender pursuant to this §5.3 shall be deemed payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a Letter of Credit Advance from such Lender has made in satisfaction of its participation obligation under this §5.3. (d) Until each Lender funds its Base Rate Loan or will make such Letter of Credit Advance pursuant to this §5.3 to reimburse the Issuing Lender for any amount available to the Agentdrawn under any Letter of Credit, and the Agent may, interest in reliance upon such assumption, pay respect of such Lender’s share Commitment Percentage of such amount shall be solely for the account of the payment Issuing Lender. (e) Each Lender’s obligation to make Base Rate Loans or Letter of Credit Advance to reimburse the Issuing Lender for amounts drawn under Letters of Credit, as contemplated by this §5.3, shall be made under absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Letter. If such amount Lender may have against the Issuing Lender, GWI or any other Person for any reason whatsoever; (B) the “Unpaid Amount”occurrence or continuance of a Default or Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Base Rate Loans pursuant to this §5.3 is not in fact made available subject to the Agent conditions set forth in §13 (other than delivery by GWI of a Loan Request). No such Lender, making of a Letter of Credit Advance shall relieve or otherwise impair the Agent shall be entitled obligation of GWI to retain reimburse the Issuing Lender for its own account the amount of any payment made by the Borrower Issuing Lender under any Letter of Credit, together with interest as provided herein. (f) If any Lender fails to make available to the Administrative Agent for the account of the Issuing Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this §5.3 by the time specified in respect §5.3(b), then, without limiting the other provisions of such Unpaid Amount and shall further be entitled to recover the balance of such Unpaid Amount from such Lender and the Borrower. If such Lender does not pay such amount forthwith upon the Agent’s demand thereforthis Credit Agreement, the Agent Issuing Lender shall promptly notify the Borrower, and the Borrower shall, to the extent it has not theretofore done so, pay such amount to the Agent no later than one Business Day after such notice. The Agent shall also be entitled to recover from such Lender (oracting through the Administrative Agent), if on demand, such Lender shall fail to pay such amount, from amount with interest thereon for the Borrower if and to the extent unpaid) interest on such corresponding amount in respect of each day period from the date such amount was paid by payment is required to the Agent under date on which such payment is immediately available to the Letter and until such amount is recovered by the Agent, Issuing Lender at a rate per annum equal to, if paid by such Lender, to the greater of the Federal Funds Rate (or the Bank of Canada Rate in the case of amounts owed to the Canadian Agent) and a rate determined by the Agent Issuing Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Issuing Lender in connection with the foregoing. If such Lender pays such amount (which with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Base Rate Loan included in the relevant borrowing or Letter of Credit Advance in respect of the relevant Letter of Credit Borrowing, as the case may be. A certificate of the Issuing Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (f) shall be conclusive and binding on the Lender) in accordance with the Agent’s usual banking practice for similar advances to financial institutions of like standing to that Lender, but, in any event, at a rate no greater than the usual interbank offered rate for the sale of deposits in the applicable currency. Upon payment by such Lender to the Agent of such amount and interest thereon, as aforesaid, such Lender shall be deemed to have paid its share of the payment made under the Letter. Nothing herein shall be deemed to relieve any Lender from its obligation to pay its share of all drawings made under any Letters issued on its behalf or to prejudice any rights which the Borrower or any beneficiary under any such Letter may have against any Lender as a result of any default by such Lender in making any payment which it is obligated to make under any such Letterabsent manifest error.

Letter of Credit Payments. (a) The Borrower and each Lender authorizes the Agent to review on behalf of each Lender each Draft and such If any draft shall be presented or other document presented under each Letter. The determination of the Agent as to the conformity of any documents presented under a Letter to the requirements of such Letter shall, in the absence of the Agent’s gross negligence or willful misconduct (and subject to Section 3.11(h)(II)(i)), be conclusive and binding on the Borrower and each Lender. The Agent shall, within a reasonable time following its receipt thereof, examine all documents purporting to represent a demand for payment shall be made under any Letter. The Letter of Credit, the L/C Issuer shall notify the Administrative Agent shall promptly after such examination (i) notify each of the Lenders obligated under such Letter and the Borrower by telephone (confirmed in writing) of such the date and amount of the draft presented or demand for payment and of each Lender’s share of the date and time when it expects to pay such payment, and (ii) notify each Lender and the Borrower whether said demand for payment was properly made under the relevant Letter. With respect to any drawing determined by the Agent to have been properly made under a Letter, each Lender will make an L/C Disbursement in respect of such Letter in accordance with its liability under such Letter and this Agreement, such L/C Disbursement to be made to such account of the Agent as shall have been most recently designated by it for such purpose by notice to the Lenders. The Agent will make any such L/C Disbursement available to the beneficiary of such Letter by promptly crediting the amounts so received, in like funds, to the account identified by such beneficiary in connection with draft or honor such demand for payment. Promptly following any If Borrower fails to reimburse the L/C Disbursement Issuer as provided in §4.2 on or before the date that such draft is paid or other payment is made by any Lender in respect of any Letter, the Agent will notify the Borrower of such L/C DisbursementIssuer, the Administrative Agent may at any time thereafter notify the Lenders of the amount of any such Unpaid Reimbursement Obligation and the amount of each Lender’s Commitment Percentage thereof. In such event, Borrower shall be deemed to have requested a Base Rate Loan to be disbursed on the Honor Date in an amount equal to the Unpaid Reimbursement Obligation, without regard to the minimum and multiples specified in §2.6 for the principal amount of Base Rate Loans, but subject to the other conditions set forth in §§2.1, 2.6 and 12 (other than the delivery of a Loan Request). Any failure to give or delay in giving such notice shall not relieve given by the Borrower of its obligation to reimburse any Lender with respect to any L/C DisbursementIssuer or the Administrative Agent pursuant to this §4.3 may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. Each Revolving Credit Lender shall upon any notice pursuant to §4.3 make funds available to the Administrative Agent for the account of the L/C Issuer at the Administrative Agent’s Office in an amount equal to its Commitment Percentage of the Unpaid Reimbursement Obligation not later than 1:00 p.m., Pacific time, on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of §4.3(b), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall not be required remit the funds so received to make any payment under a Letter in excess of the amount received by it from the Lenders for such paymentL/C Issuer. (b) Unless With respect to any Unpaid Reimbursement Obligation that is not fully refinanced by Base Rate Loans because the Agent conditions set forth in §12 cannot be satisfied or for any other reason, the Borrower shall be deemed to have been notified by telephone incurred from the L/C Issuer an L/C Borrowing in the amount of the Unpaid Reimbursement Obligation that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate set forth in writing by a Lender at least one Business Day prior §5.10. 1. In such event, each Revolving Credit Lender’s payment to the date that a Administrative Agent for the account of the L/C Issuer pursuant to §4.3(a) shall be deemed payment under a Letter is to be made by the Agent, that in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender does not intend in satisfaction of its participation obligation under this §4. (c) Until each Revolving Credit Lender funds its Commitment Percentage of the Revolving Credit Loans or participations as set forth in this §4.3 to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Commitment Percentage of such amount shall be solely for the account of the L/C Issuer. (d) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of such Lender’s share of such paymentthis §4.3 by the time specified in §4.3, the Agent may assume that such Lender has made or will make such amount available to the Agent, and the Agent may, in reliance upon such assumption, pay such Lender’s share of the payment to be made under such Letter. If such amount (the “Unpaid Amount”) is not in fact made available to the Agent by such Lender, the Agent applicable L/C Issuer shall be entitled to retain for its own account any payment made by the Borrower to such Lender in respect of such Unpaid Amount and shall further be entitled to recover the balance of such Unpaid Amount from such Lender and the Borrower. If such Lender does not pay such amount forthwith upon the Agent’s demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall, to the extent it has not theretofore done so, pay such amount to the Agent no later than one Business Day after such notice. The Agent shall also be entitled to recover from such Lender (oracting through the Administrative Agent), if on demand, such Lender shall fail to pay such amount, from amount with interest thereon for the Borrower if and to the extent unpaid) interest on such corresponding amount in respect of each day period from the date such amount was paid payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error. (e) At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender such Lender’s L/C Advance in respect of such payment in accordance with §4.3, if the Administrative Agent under receives for the Letter and until account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Commitment Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent. If any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to §4.3 is required to be returned in connection with any bankruptcy or insolvency proceeding or otherwise (including pursuant to any settlement entered into by the L/C Issuer in its discretion), each Revolving Credit Lender shall pay to the Administrative Agent for the account of the L/C Issuer its Commitment Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is recovered returned by the Agentsuch Lender, at a rate per annum equal to, if paid by such Lender, the rate determined by the Agent (which shall be conclusive and binding on the Lender) in accordance with the Agent’s usual banking practice for similar advances to financial institutions of like standing to that Lender, but, in any event, at a rate no greater than the usual interbank offered rate for the sale of deposits in the applicable currency. Upon payment by such Lender to the Agent of such amount and interest thereon, as aforesaid, such Lender shall be deemed Federal Funds Rate from time to have paid its share time in effect. The obligations of the Lenders under this clause shall survive the payment made under in full of the Letter. Nothing herein shall be deemed to relieve any Lender from its obligation to pay its share Obligations and the termination of all drawings made under any Letters issued on its behalf or to prejudice any rights which the Borrower or any beneficiary under any such Letter may have against any Lender as a result of any default by such Lender in making any payment which it is obligated to make under any such Letterthis Agreement.

Letter of Credit Payments. (a) The Borrower and each Lender authorizes the Agent to review on behalf of each Lender each Draft and such If any draft shall be presented or other document presented under each Letter. The determination of the Agent as to the conformity of any documents presented under a Letter to the requirements of such Letter shall, in the absence of the Agent’s gross negligence or willful misconduct (and subject to Section 3.11(h)(II)(i)), be conclusive and binding on the Borrower and each Lender. The Agent shall, within a reasonable time following its receipt thereof, examine all documents purporting to represent a demand for payment shall be made under any Letter. The Letter of Credit, the L/C Issuer shall notify the Administrative Agent shall promptly after such examination (i) notify each and the applicable Borrower of the date and amount of the draft presented or demand for payment. If such Borrower fails to reimburse the L/C Issuer as provided in §4.2 on or before the date that such draft is paid or other payment is made by the L/C Issuer, the Administrative Agent may at any time thereafter notify the Lenders obligated under of the amount of any such Letter Unpaid Reimbursement Obligation and the Borrower by telephone (confirmed in writing) of such demand for payment and amount of each Lender’s share Commitment Percentage thereof. In such event, such Borrower shall be deemed to have requested a Base Rate Loan to be disbursed on the Honor Date in an amount equal to the Unpaid Reimbursement Obligation, without regard to the minimum and multiples specified in §2.6 for the principal amount of such paymentBase Rate Loans, but subject to the other conditions set forth in §§2.1, 2.6 and 12 (ii) notify each Lender and other than the Borrower whether said demand for payment was properly made under the relevant Letterdelivery of a Loan Request). With respect to any drawing determined Any notice given by the Agent to have been properly made under a Letter, each Lender will make an L/C Disbursement Issuer or the Administrative Agent pursuant to this §4.3 may be given by telephone if immediately confirmed in respect writing; provided that the lack of such Letter an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. Each Revolving Credit Lender shall upon any notice pursuant to this §4.3 received by 11:00 a.m. on the Business Day specified in accordance with its liability under such Letter and this Agreement, such notice make funds available to the Administrative Agent for the account of the L/C Disbursement Issuer at the Administrative Agent’s Office in an amount equal to its Commitment Percentage of the Unpaid Reimbursement Obligation not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of §4.3(b), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to such account of Borrower in such amount. The Administrative Agent shall remit the Agent as shall have been most recently designated by it for such purpose by notice funds so received to the Lenders. The Agent will make any such L/C Disbursement available to the beneficiary of such Letter by promptly crediting the amounts so received, in like funds, to the account identified by such beneficiary in connection with such demand for payment. Promptly following any L/C Disbursement by any Lender in respect of any Letter, the Agent will notify the Borrower of such L/C Disbursement. Any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse any Lender with respect to any L/C Disbursement. The Agent shall not be required to make any payment under a Letter in excess of the amount received by it from the Lenders for such paymentIssuer. (b) Unless With respect to any Unpaid Reimbursement Obligation that is not fully refinanced by Base Rate Loans because the Agent conditions set forth in §12 cannot be satisfied or for any other reason, the applicable Borrower shall be deemed to have been notified by telephone incurred from the L/C Issuer an L/C Borrowing in the amount of the Unpaid Reimbursement Obligation that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate set forth in writing by a Lender at least one Business Day prior §5.10. 1. In such event, each Revolving Credit Lender’s payment to the date that a Administrative Agent for the account of the L/C Issuer pursuant to §4.3(a) shall be deemed payment under a Letter is to be made by the Agent, that in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender does not intend in satisfaction of its participation obligation under this §4. (c) Until each Revolving Credit Lender funds its Commitment Percentage of the Revolving Credit Loans or participations as set forth in this §4.3 to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Commitment Percentage of such amount shall be solely for the account of the L/C Issuer. (d) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of such Lender’s share of such paymentthis §4.3 by the time specified in §4.3(a), the Agent may assume that such Lender has made or will make such amount available to the Agent, and the Agent may, in reliance upon such assumption, pay such Lender’s share of the payment to be made under such Letter. If such amount (the “Unpaid Amount”) is not in fact made available to the Agent by such Lender, the Agent applicable L/C Issuer shall be entitled to retain for its own account any payment made by the Borrower to such Lender in respect of such Unpaid Amount and shall further be entitled to recover the balance of such Unpaid Amount from such Lender and the Borrower. If such Lender does not pay such amount forthwith upon the Agent’s demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall, to the extent it has not theretofore done so, pay such amount to the Agent no later than one Business Day after such notice. The Agent shall also be entitled to recover from such Lender (oracting through the Administrative Agent), if on demand, such Lender shall fail to pay such amount, from amount with interest thereon for the Borrower if and to the extent unpaid) interest on such corresponding amount in respect of each day period from the date such amount was paid by payment is required to the Agent under date on which such payment is immediately available to the Letter and until such amount is recovered by the Agent, L/C Issuer at a rate per annum equal to, if paid by such Lender, to the greater of the Federal Funds Rate and a rate determined by the Agent L/C Issuer in accordance with banking industry rules on interbank compensation plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. If such Lender pays such amount (which with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error. (e) At any time after the L/C Issuer has made a payment under any Letter of Credit and binding on the has received from any Revolving Credit Lender such Lender) ’s L/C Advance in respect of such payment in accordance with this §4.3, if the Administrative Agent receives for the account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the applicable Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent’s usual banking practice for similar advances ), the Administrative Agent will distribute to financial institutions of like standing to that Lender, butsuch Lender its Commitment Percentage thereof (appropriately adjusted, in any eventthe case of interest payments, at a rate no greater than to reflect the usual interbank offered rate for the sale period of deposits time during which such Lender’s L/C Advance was outstanding) in the applicable currency. Upon payment same funds as those received by such Lender to the Administrative Agent of such amount and interest thereon, as aforesaid, such Lender shall be deemed to have paid its share of the payment made under the Letter. Nothing herein shall be deemed to relieve any Lender from its obligation to pay its share of all drawings made under any Letters issued on its behalf or to prejudice any rights which the Borrower or any beneficiary under any such Letter may have against any Lender as a result of any default by such Lender in making any payment which it is obligated to make under any such Letteraccordance with §16.

Letter of Credit Payments. (a) The Borrower and each Lender authorizes the Agent to review on behalf of each Lender each Draft and such If any draft shall be presented or other document presented under each Letter. The determination of the Agent as to the conformity of any documents presented under a Letter to the requirements of such Letter shall, in the absence of the Agent’s gross negligence or willful misconduct (and subject to Section 3.11(h)(II)(i)), be conclusive and binding on the Borrower and each Lender. The Agent shall, within a reasonable time following its receipt thereof, examine all documents purporting to represent a demand for payment shall be made under any Letter. The Agent Letter of Credit, the Issuing Bank shall promptly after such examination (i) notify each the Borrowers of the Lenders obligated under such Letter date, amount and currency of the Borrower by telephone (confirmed in writing) of such draft presented or demand for payment and of each Lender’s share of the date and time when it expects to pay such payment, and (ii) notify each Lender and the Borrower whether said demand for payment was properly made under the relevant Letter. With respect to any drawing determined by the Agent to have been properly made under a Letter, each Lender will make an L/C Disbursement in respect of such Letter in accordance with its liability under such Letter and this Agreement, such L/C Disbursement to be made to such account of the Agent as shall have been most recently designated by it for such purpose by notice to the Lenders. The Agent will make any such L/C Disbursement available to the beneficiary of such Letter by promptly crediting the amounts so received, in like funds, to the account identified by such beneficiary in connection with draft or honor such demand for payment. Promptly following any L/C Disbursement If the applicable Borrower or, as the case may be, Borrowers fail to reimburse the Issuing Bank as provided in ss. 4.2 on or before the date that such draft is paid or other payment is made by any Lender in respect of any Letterthe Issuing Bank, the Agent will Issuing Bank may at any time thereafter notify the Borrower of such L/C Disbursement. Any failure to give or delay in giving such notice shall not relieve Administrative Agent who will promptly notify the Borrower of its obligation to reimburse any Lender with respect to any L/C Disbursement. The Agent shall not be required to make any payment under a Letter in excess Lenders of the amount received by it from the Lenders for and currency of any such payment. (b) Unless the Agent shall have been notified by telephone and in writing by a Lender at least one Business Day prior to the date that a payment under a Letter Unpaid Reimbursement Obligation. If no Default or Event of Default is to be made by the Agent, that such Lender does not intend to make available to the Agent the amount of such Lender’s share of such paymentthen continuing, the Agent may assume that such Lender has made or will make such amount available to the Agent, and the Agent may, in reliance upon such assumption, pay such Lender’s share of the payment to be made under such Letter. If such amount (the “Unpaid Amount”) is not in fact made available to the Agent by such Lender, the Agent shall be entitled to retain for its own account any payment made by the applicable Borrower to such Lender in respect of such Unpaid Amount and shall further be entitled to recover the balance of such Unpaid Amount from such Lender and the Borrower. If such Lender does not pay such amount forthwith upon the Agent’s demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall, to the extent it has not theretofore done so, pay such amount to the Agent no later than one Business Day after such notice. The Agent shall also be entitled to recover from such Lender (or, if such Lender shall fail to pay such amountas the case may be, from the Borrower if and to the extent unpaid) interest on such corresponding amount in respect of each day from the date such amount was paid by the Agent under the Letter and until such amount is recovered by the Agent, at a rate per annum equal to, if paid by such Lender, the rate determined by the Agent (which shall be conclusive and binding on the Lender) in accordance with the Agent’s usual banking practice for similar advances to financial institutions of like standing to that Lender, but, in any event, at a rate no greater than the usual interbank offered rate for the sale of deposits in the applicable currency. Upon payment by such Lender to the Agent of such amount and interest thereon, as aforesaid, such Lender Borrowers shall be deemed to have paid its share requested a Co-Borrower Loan, in the case of a Co-Borrower, a UK Loan in the case of the UK Borrower and an Australian Loan in the case of the Australian Borrower which shall be a Base Rate Loan in the same currency as, and in an amount equal to the amount of, such draft or other payment made under and the Letter. Nothing herein notice from the Issuing Bank to the Lenders shall be deemed to relieve any be a notice of a Revolving Credit Loan Request made by the Administrative Agent. No later than 3:00 p.m. (Eastern time) on the Business Day next following the receipt of such notice, each Lender shall make available to the Administrative Agent, at the Administrative Agent's Office, in Same Day Funds and in the currency in which such draft was paid, such Lender's Commitment Percentage of such Unpaid Reimbursement Obligation, together with an amount equal to the product of (a) the average, computed for the period referred to in clause (c) below, of the Overnight Rate for each day included in such period, times (b) the amount equal to such Lender's Commitment Percentage of such Unpaid Reimbursement Obligation, times (c) a fraction, the numerator of which is the number of days that elapse from its obligation and including the date the Issuing Bank paid the draft presented for honor or otherwise made payment to pay its share the date on which such Lender's Commitment Percentage of such Unpaid Reimbursement Obligation shall become immediately available to the Administrative Agent, and the denominator of which is 360. If no Default or Event of Default is continuing at the time the Administrative Agent notified the Lenders of the amount of such Unpaid Reimbursement Obligation, the amounts made available to the Administrative Agent by the Lenders hereunder shall be treated as a Co-Borrower Loan, in the case of a Co-Borrower, a UK Loan in the case of the UK Borrower and an Australian Loan in the case of the Australian Borrower in Dollars or an Optional Currency, as the case may be, in all drawings made under any Letters issued respects bearing interest at the Base Rate or, if in an Optional Currency, the Eurocurrency Rate having an Interest Period of one month with a Drawdown Date as of the date on its behalf or to prejudice any rights which the Borrower Issuing Bank paid the draft presented for honor or any beneficiary otherwise made such payment. The responsibility of the Issuing Bank to the Borrowers and the Lenders shall be only to determine that the documents (including each draft) delivered under any each Letter of Credit in connection with such presentment shall be in conformity in all material respects with such Letter may have against any Lender as a result of any default by such Lender in making any payment which it is obligated to make under any such LetterCredit.

Letter of Credit Payments. (a) The Borrower Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Issuing Lender shall notify GWI and each the Administrative Agent thereof. GWI shall reimburse the Issuing Lender authorizes through the Administrative Agent to review on behalf of each Lender each Draft and such other document presented under each Letter. The determination of the Agent as in an amount equal to the conformity amount of such drawing not later than (A) 1:00 p.m. (New York time) on the date of any documents presented payment by the Issuing Lender under a Letter of Credit (each such date, an “Honor Date”), to the requirements extent the Administrative Agent has delivered notice to GWI of such payment prior to 11:00 a.m. (New York time) on the Honor Date, or (B) 1:00 p.m. (New York time) on the Business Day immediately following the day that the Administrative Agent has delivered notice to GWI, to the extent such notice is not delivered to GWI prior to 11:00 a.m. (New York time) on the Honor Date. In the case of a Letter shallof Credit denominated in an Alternative Currency, GWI shall reimburse the Issuing Lender in such Alternative Currency, unless (A) the Issuing Lender (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, GWI shall have notified the Agent’s gross negligence or willful misconduct (and subject to Section 3.11(h)(II)(i)), be conclusive and binding on the Borrower and each Lender. The Agent shall, within a reasonable time Issuing Lender promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under any Letter. The Agent shall promptly after such examination (i) notify each of the Lenders obligated under such Letter and notice of drawing that GWI will reimburse the Borrower by telephone (confirmed Issuing Lender in writing) Dollars. In the case of such demand for payment and of each Lender’s share of such payment, and (ii) notify each Lender and the Borrower whether said demand for payment was properly made under the relevant Letter. With respect to any drawing determined by the Agent to have been properly made under a Letter, each Lender will make an L/C Disbursement in respect of such Letter in accordance with its liability under such Letter and this Agreement, such L/C Disbursement to be made to such account of the Agent as shall have been most recently designated by it for such purpose by notice to the Lenders. The Agent will make any such L/C Disbursement available to the beneficiary reimbursement in Dollars of such Letter by promptly crediting the amounts so received, in like funds, to the account identified by such beneficiary in connection with such demand for payment. Promptly following any L/C Disbursement by any Lender in respect of any Letter, the Agent will notify the Borrower of such L/C Disbursement. Any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse any Lender with respect to any L/C Disbursement. The Agent shall not be required to make any payment a drawing under a Letter of Credit denominated in excess an Alternative Currency, the Issuing Lender shall notify GWI of the Dollar Equivalent of the amount received by it from the Lenders for such payment. (b) Unless the Agent shall have been notified by telephone and in writing by a Lender at least one Business Day prior to the date that a payment under a Letter is to be made by the Agent, that such Lender does not intend to make available to the Agent the amount of such Lender’s share of such payment, the Agent may assume that such Lender has made or will make such amount available to the Agent, and the Agent may, in reliance upon such assumption, pay such Lender’s share of the payment to be made under such Letter. If such amount (drawing promptly following the “Unpaid Amount”) is not in fact made available to the Agent by such Lender, the Agent shall be entitled to retain for its own account any payment made by the Borrower to such Lender in respect of such Unpaid Amount and shall further be entitled to recover the balance of such Unpaid Amount from such Lender and the Borrower. If such Lender does not pay such amount forthwith upon the Agent’s demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall, to the extent it has not theretofore done so, pay such amount to the Agent no later than one Business Day after such notice. The Agent shall also be entitled to recover from such Lender (or, if such Lender shall fail to pay such amount, from the Borrower if and to the extent unpaid) interest on such corresponding amount in respect of each day from the date such amount was paid by the Agent under the Letter and until such amount is recovered by the Agent, at a rate per annum equal to, if paid by such Lender, the rate determined by the Agent (which shall be conclusive and binding on the Lender) in accordance with the Agent’s usual banking practice for similar advances to financial institutions of like standing to that Lender, but, in any event, at a rate no greater than the usual interbank offered rate for the sale of deposits in the applicable currency. Upon payment by such Lender to the Agent of such amount and interest thereon, as aforesaid, such Lender shall be deemed to have paid its share of the payment made under the Letter. Nothing herein shall be deemed to relieve any Lender from its obligation to pay its share of all drawings made under any Letters issued on its behalf or to prejudice any rights which the Borrower or any beneficiary under any such Letter may have against any Lender as a result of any default by such Lender in making any payment which it is obligated to make under any such Letter.determination

Letter of Credit Payments. (a) The Borrower and each Lender authorizes the Agent to review on behalf of each Lender each Draft and such If any draft shall be presented or other document presented under each Letter. The determination of the Agent as to the conformity of any documents presented under a Letter to the requirements of such Letter shall, in the absence of the Agent’s gross negligence or willful misconduct (and subject to Section 3.11(h)(II)(i)), be conclusive and binding on the Borrower and each Lender. The Agent shall, within a reasonable time following its receipt thereof, examine all documents purporting to represent a demand for payment shall be made under any Letter. The Agent Letter of Credit, the Applicable Issuing Party, shall promptly after such examination (i) notify each the Borrower of the Lenders obligated under such Letter date and amount of the Borrower by telephone (confirmed in writing) of such draft presented or demand for payment and of each Lender’s share of the date and time when it expects to pay such payment, and (ii) notify each Lender and the Borrower whether said demand for payment was properly made under the relevant Letter. With respect to any drawing determined by the Agent to have been properly made under a Letter, each Lender will make an L/C Disbursement in respect of such Letter in accordance with its liability under such Letter and this Agreement, such L/C Disbursement to be made to such account of the Agent as shall have been most recently designated by it for such purpose by notice to the Lenders. The Agent will make any such L/C Disbursement available to the beneficiary of such Letter by promptly crediting the amounts so received, in like funds, to the account identified by such beneficiary in connection with draft or honor such demand for payment. Promptly following any L/C Disbursement If the Borrower fails to reimburse such Person as provided in §2.2.5 or if the Administrative Agent is unable to effect such reimbursement through the application of the Pledged Collateral, on the date that such draft is paid or other payment is made by any Lender in respect of any Letterthe Applicable Issuing Party, the Agent will Applicable Issuing Party may at any time thereafter notify the Borrower of such L/C Disbursement. Any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse any Lender with respect to any L/C Disbursement. The Agent shall not be required to make any payment under a Letter in excess Lenders of the amount received by it from of any such Unpaid Reimbursement Obligation. No later than 3:00 p.m. on the Business Day next following the receipt of such notice, each Lender shall make available to the Applicable Issuing Party, in Dollars, at the Administrative Agent’s Office, in immediately available funds, such Lender’s Commitment Percentage of such Unpaid Reimbursement Obligation. The responsibility of each Applicable Issuing Party to the Borrower and the Lenders for shall be only to determine that the documents (including each draft) delivered under each Letter of Credit in connection with such paymentpresentment shall be in conformity in all material respects with such Letter of Credit. (b) Unless Each Lender’s obligation to (x) reimburse the Agent Fronting Bank, in the case of Fronted Letters of Credit or (y) provide the LC Administrator with funds in an amount equal to its several obligation, in the case of Several Letters of Credit, for amounts drawn under Letters of Credit as contemplated by this §2.2.6, shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have been notified by telephone and in writing against the Fronting Bank, the LC Administrator, the Borrower, the Parent or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default, or (iii) any other occurrence, event or condition, whether or not similar to any of the foregoing. No such payment by a Lender at least one Business Day prior shall relieve or otherwise impair the obligation of the Borrower to reimburse the date that a Applicable Issuing Party for the amount of any payment under a Letter is to be made by the Agentsuch Person under any Letter of Credit, that such together with interest as provided herein. (c) If any Lender does not intend fails to make available to the Administrative Agent for the account of the Applicable Issuing Party any amount required to be paid by such Lender pursuant to the foregoing provisions of such Lender’s share of such paymentthis §2.2.6 by the time specified, the Agent may assume that such Lender has made or will make such amount available to the Agent, and the Agent may, in reliance upon such assumption, pay such Lender’s share of the payment to be made under such Letter. If such amount (the “Unpaid Amount”) is not in fact made available to the Agent by such Lender, the Agent Applicable Issuing Party shall be entitled to retain for its own account any payment made by the Borrower to such Lender in respect of such Unpaid Amount and shall further be entitled to recover the balance of such Unpaid Amount from such Lender and the Borrower. If such Lender does not pay such amount forthwith upon the Agent’s demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall, to the extent it has not theretofore done so, pay such amount to the Agent no later than one Business Day after such notice. The Agent shall also be entitled to recover from such Lender (oracting through the Administrative Agent), if on demand, such Lender shall fail to pay such amount, from amount with interest thereon for the Borrower if and to the extent unpaid) interest on such corresponding amount in respect of each day period from the date such amount was paid by payment is required to the Agent under the Letter and until date on which such amount payment is recovered by the Agent, immediately available to such Person at a rate per annum equal to, if paid by such Lender, to the rate determined by applicable Federal Funds Rate from time to time in effect. A certificate of the Agent Applicable Issuing Party submitted to any Lender (which through the Administrative Agent) with respect to any amounts owing under this clause (c) shall be conclusive and binding on the Lender) in accordance with the Agent’s usual banking practice for similar advances to financial institutions of like standing to that Lender, but, in any event, at a rate no greater than the usual interbank offered rate for the sale of deposits in the applicable currency. Upon payment by such Lender to the Agent of such amount and interest thereon, as aforesaid, such Lender shall be deemed to have paid its share of the payment made under the Letter. Nothing herein shall be deemed to relieve any Lender from its obligation to pay its share of all drawings made under any Letters issued on its behalf or to prejudice any rights which the Borrower or any beneficiary under any such Letter may have against any Lender as a result of any default by such Lender in making any payment which it is obligated to make under any such Letterabsent manifest error.

Letter of Credit Payments. (a) The Borrower and each Lender authorizes the Agent to review on behalf of each Lender each Draft and such If any draft shall be presented or other document presented under each Letter. The determination of the Agent as to the conformity of any documents presented under a Letter to the requirements of such Letter shall, in the absence of the Agent’s gross negligence or willful misconduct (and subject to Section 3.11(h)(II)(i)), be conclusive and binding on the Borrower and each Lender. The Agent shall, within a reasonable time following its receipt thereof, examine all documents purporting to represent a demand for payment shall be made under any Letter. The Agent Letter of Credit, the Applicable Issuing Party, shall promptly after such examination (i) notify each the Borrower of the Lenders obligated under such Letter date and amount of the Borrower by telephone (confirmed in writing) of such draft presented or demand for payment and of each Lender’s share of the date and time when it expects to pay such payment, and (ii) notify each Lender and the Borrower whether said demand for payment was properly made under the relevant Letter. With respect to any drawing determined by the Agent to have been properly made under a Letter, each Lender will make an L/C Disbursement in respect of such Letter in accordance with its liability under such Letter and this Agreement, such L/C Disbursement to be made to such account of the Agent as shall have been most recently designated by it for such purpose by notice to the Lenders. The Agent will make any such L/C Disbursement available to the beneficiary of such Letter by promptly crediting the amounts so received, in like funds, to the account identified by such beneficiary in connection with draft or honor such demand for payment. Promptly following any L/C Disbursement If the Borrower fails to reimburse such Person as provided in §2.2.5 or if the Administrative Agent is unable to effect such reimbursement through the application of the Pledged Collateral, on the date that such draft is paid or other payment is made by any Lender in respect of any Letterthe Applicable Issuing Party, the Agent will Applicable Issuing Party may at any time thereafter notify the Borrower of such L/C Disbursement. Any failure to give or delay in giving such notice shall not relieve Lenders as the Borrower of its obligation to reimburse any Lender with respect to any L/C Disbursement. The Agent shall not case may be required to make any payment under a Letter in excess of the amount received of any such Unpaid Reimbursement Obligation plus any administrative, processing or similar fees customarily charged by it from the Applicable Issuing Party in connection with the foregoing. No later than 3:00 p.m. on the Business Day next following the receipt of such notice, each Lender shall make available to the Applicable Issuing Party, in Dollars, at the Administrative Agent’s Office, in immediately available funds, such Lender’s Commitment Percentage of such Unpaid Reimbursement Obligation plus any administrative, processing or similar fees customarily charged by the Applicable Issuing Party in connection with the foregoing. The responsibility of each Applicable Issuing Party to the Borrower and the Lenders for shall be only to determine that the documents (including each draft) delivered under each Letter of Credit in connection with such paymentpresentment shall be in conformity in all material respects with such Letter of Credit. (b) Unless Each Lender’s obligation to (x) reimburse the Agent Fronting Bank, in the case of Fronted Letters of Credit or (y) provide the LC Administrator with funds in an amount equal to its several obligation, in the case of Several Letters of Credit, for amounts drawn under Letters of Credit as contemplated by this §2.2.6, shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have been notified by telephone and in writing against the Fronting Bank, the LC Administrator, the Borrower, the Parent or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default, or (iii) any other occurrence, event or condition, whether or not similar to any of the foregoing. No such payment by a Lender at least one Business Day prior shall relieve or otherwise impair the obligation of the Borrower to reimburse the date that a Applicable Issuing Party for the amount of any payment under a Letter is to be made by the Agentsuch Person under any Letter of Credit, that such together with interest as provided herein. (c) If any Lender does not intend fails to make available to the Administrative Agent for the account of the Applicable Issuing Party any amount required to be paid by such Lender pursuant to the foregoing provisions of such Lender’s share of such paymentthis §2.2.6 by the time specified, the Agent may assume that such Lender has made or will make such amount available to the Agent, and the Agent may, in reliance upon such assumption, pay such Lender’s share of the payment to be made under such Letter. If such amount (the “Unpaid Amount”) is not in fact made available to the Agent by such Lender, the Agent Applicable Issuing Party shall be entitled to retain for its own account any payment made by the Borrower to such Lender in respect of such Unpaid Amount and shall further be entitled to recover the balance of such Unpaid Amount from such Lender and the Borrower. If such Lender does not pay such amount forthwith upon the Agent’s demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall, to the extent it has not theretofore done so, pay such amount to the Agent no later than one Business Day after such notice. The Agent shall also be entitled to recover from such Lender (oracting through the Administrative Agent), if on demand, such Lender shall fail to pay such amount, from amount with interest thereon for the Borrower if and to the extent unpaid) interest on such corresponding amount in respect of each day period from the date such amount was paid by payment is required to the Agent under the Letter and until date on which such amount payment is recovered by the Agent, immediately available to such Person at a rate per annum equal toto the applicable Federal Funds Rate from time to time in effect plus any administrative, if paid by such Lender, the rate determined processing or similar fees customarily charged by the Agent Applicable Issuing Party in connection with the foregoing. A certificate of the Applicable Issuing Party submitted to any Lender (which through the Administrative Agent) with respect to any amounts owing under this clause (c) shall be conclusive and binding on the Lender) in accordance with the Agent’s usual banking practice for similar advances to financial institutions of like standing to that Lender, but, in any event, at a rate no greater than the usual interbank offered rate for the sale of deposits in the applicable currency. Upon payment by such Lender to the Agent of such amount and interest thereon, as aforesaid, such Lender shall be deemed to have paid its share of the payment made under the Letter. Nothing herein shall be deemed to relieve any Lender from its obligation to pay its share of all drawings made under any Letters issued on its behalf or to prejudice any rights which the Borrower or any beneficiary under any such Letter may have against any Lender as a result of any default by such Lender in making any payment which it is obligated to make under any such Letterabsent manifest error.

Letter of Credit Payments. (a) The Borrower and each Lender authorizes the Agent to review on behalf of each Lender each Draft and such If any draft shall be presented or ------------------------- other document presented under each Letter. The determination of the Agent as to the conformity of any documents presented under a Letter to the requirements of such Letter shall, in the absence of the Agent’s gross negligence or willful misconduct (and subject to Section 3.11(h)(II)(i)), be conclusive and binding on the Borrower and each Lender. The Agent shall, within a reasonable time following its receipt thereof, examine all documents purporting to represent a demand for payment shall be made under any Letter. The Letter of Credit, the Agent shall promptly after such examination (i) notify each the Borrower of the Lenders obligated under such Letter date and amount of the Borrower by telephone (confirmed in writing) of such draft presented or demand for payment and of each Lender’s share of the date and time when it expects to pay such payment, and (ii) notify each Lender and the Borrower whether said demand for payment was properly made under the relevant Letter. With respect to any drawing determined by the Agent to have been properly made under a Letter, each Lender will make an L/C Disbursement in respect of such Letter in accordance with its liability under such Letter and this Agreement, such L/C Disbursement to be made to such account of the Agent as shall have been most recently designated by it for such purpose by notice to the Lenders. The Agent will make any such L/C Disbursement available to the beneficiary of such Letter by promptly crediting the amounts so received, in like funds, to the account identified by such beneficiary in connection with draft or honor such demand for payment. Promptly following any L/C Disbursement by any Lender in respect of any Letter, If the Borrower fails to reimburse the Agent will notify the Borrower of such L/C Disbursement. Any failure to give as provided in (S)5.2 on or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse any Lender with respect to any L/C Disbursement. The Agent shall not be required to make any payment under a Letter in excess of the amount received by it from the Lenders for such payment. (b) Unless the Agent shall have been notified by telephone and in writing by a Lender at least one Business Day prior to before the date that a such draft is paid or other payment under a Letter is to be made by the Agent, that the Agent may at any time thereafter notify the Banks of the amount of any such Lender does not intend to Unpaid Reimbursement Obligation. No later than 3:00 p.m. (Boston time) on the Business Day next following the receipt of such notice, each Bank shall make available to the Agent, at the Agent's Head Office, in immediately available funds, such Bank's Commitment Percentage of such Unpaid Reimbursement Obligation, together with an amount equal to the product of (a) the average, computed for the period referred to in clause (c) below, of the weighted average interest rate paid by the Agent for federal funds acquired by the Agent during each day included in such period, times (b) the amount equal to ----- such Bank's Commitment Percentage of such Lender’s share Unpaid Reimbursement Obligation, times ----- (c) a fraction, the numerator of which is the number of days that elapse from and including the date the Agent paid the draft presented for honor or otherwise made payment to the date on which such Bank's Xxxxxxxxxx Xxxxxxxxxx of such payment, the Agent may assume that such Lender has made or will make such amount Unpaid Reimbursement obligation shall become immediately available to the Agent, and the Agent may, in reliance upon such assumption, pay such Lender’s share denominator of which is 360. The responsibility of the payment to be made under such Letter. If such amount (the “Unpaid Amount”) is not in fact made available Agent to the Agent by such Lender, Borrower and the Agent Banks shall be entitled only to retain for its own account any payment made by determine that the Borrower to documents (including each draft) delivered under each Letter of Credit in connection with such Lender in respect of such Unpaid Amount and shall further be entitled to recover the balance of such Unpaid Amount from such Lender and the Borrower. If such Lender does not pay such amount forthwith upon the Agent’s demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall, to the extent it has not theretofore done so, pay such amount to the Agent no later than one Business Day after such notice. The Agent shall also be entitled to recover from such Lender (or, if such Lender shall fail to pay such amount, from the Borrower if and to the extent unpaid) interest on such corresponding amount in respect of each day from the date such amount was paid by the Agent under the Letter and until such amount is recovered by the Agent, at a rate per annum equal to, if paid by such Lender, the rate determined by the Agent (which presentment shall be conclusive and binding on the Lender) in accordance conformity in all material respects with the Agent’s usual banking practice for similar advances to financial institutions of like standing to that Lender, but, in any event, at a rate no greater than the usual interbank offered rate for the sale of deposits in the applicable currency. Upon payment by such Lender to the Agent of such amount and interest thereon, as aforesaid, such Lender shall be deemed to have paid its share of the payment made under the Letter. Nothing herein shall be deemed to relieve any Lender from its obligation to pay its share of all drawings made under any Letters issued on its behalf or to prejudice any rights which the Borrower or any beneficiary under any such Letter may have against any Lender as a result of any default by such Lender in making any payment which it is obligated to make under any such LetterCredit.

Letter of Credit Payments. (a) The Borrower and each Lender authorizes Upon receipt from the Agent to review on behalf of each Lender each Draft and such other document presented under each Letter. The determination of the Agent as to the conformity beneficiary of any documents presented Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall notify Contran and the Administrative Agent of such notice of drawing. Not later than 10:00 a.m. (Dallas, Texas time) on the date of any payment by the L/C Issuer under a Letter to of Credit, Contran shall reimburse the requirements of such Letter shall, in the absence of the Agent’s gross negligence or willful misconduct (and subject to Section 3.11(h)(II)(i)), be conclusive and binding on the Borrower and each Lender. The Agent shall, within a reasonable time following its receipt thereof, examine all documents purporting to represent a demand for payment under any Letter. The Agent shall promptly after such examination (i) notify each of the Lenders obligated under such Letter and the Borrower by telephone (confirmed in writing) of such demand for payment and of each Lender’s share of such payment, and (ii) notify each Lender and the Borrower whether said demand for payment was properly made under the relevant Letter. With respect to any drawing determined by the Agent to have been properly made under a Letter, each Lender will make an L/C Disbursement Issuer through the Administrative Agent in respect of such Letter in accordance with its liability under such Letter and this Agreement, such L/C Disbursement an amount equal to be made to such account of the Agent as shall have been most recently designated by it for such purpose by notice to the Lenders. The Agent will make any such L/C Disbursement available to the beneficiary of such Letter by promptly crediting the amounts so received, in like funds, to the account identified by such beneficiary in connection with such demand for payment. Promptly following any L/C Disbursement by any Lender in respect of any Letter, the Agent will notify the Borrower of such L/C Disbursement. Any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse any Lender with respect to any L/C Disbursement. The Agent shall not be required to make any payment under a Letter in excess of the amount received by it from the Lenders for such payment. (b) Unless the Agent shall have been notified by telephone and in writing by a Lender at least one Business Day prior to the date that a payment under a Letter is to be made by the Agent, that such Lender does not intend to make available to the Agent the amount of such Lender’s share drawing and thereby satisfy its Reimbursement Obligation with respect to such drawing. If any Reimbursement Obligation shall remain outstanding at 10:00 a.m. (Dallas, Texas time) on the Business Day such Reimbursement Obligation is payable by Contran and by such time on such Business Day the Administrative Agent has not received either (a) a Notice of Borrowing delivered pursuant to Section 5.13 of this Agreement requesting that a Loan be made pursuant to Section 2.1 of this Agreement on such date in an amount at least equal to the aggregate principal amount of such paymentunpaid Reimbursement Obligation, or (b) any other notice indicating that Contran intends to timely repay such unpaid Reimbursement Obligation with funds obtained from other sources, then the Administrative Agent may assume that such Lender has made or will make such amount available to the Agent, and the Agent may, in reliance upon such assumption, pay such Lender’s share of the payment to be made under such Letter. If such amount (the “Unpaid Amount”) is not in fact made available to the Agent by such Lender, the Agent shall be entitled to retain for its own account any payment made by the Borrower to such Lender in respect of such Unpaid Amount and shall further be entitled to recover the balance of such Unpaid Amount from such Lender and the Borrower. If such Lender does not pay such amount forthwith upon the Agent’s demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall, to the extent it has not theretofore done so, pay such amount to the Agent no later than one Business Day after such notice. The Agent shall also be entitled to recover from such Lender (or, if such Lender shall fail to pay such amount, from the Borrower if and to the extent unpaid) interest on such corresponding amount in respect of each day from the date such amount was paid by the Agent under the Letter and until such amount is recovered by the Agent, at a rate per annum equal to, if paid by such Lender, the rate determined by the Agent (which shall be conclusive and binding on the Lender) in accordance with the Agent’s usual banking practice for similar advances to financial institutions of like standing to that Lender, but, in any event, at a rate no greater than the usual interbank offered rate for the sale of deposits in the applicable currency. Upon payment by such Lender to the Agent of such amount and interest thereon, as aforesaid, such Lender shall be deemed to have paid its share received a Notice of Borrowing from Contran pursuant to Section 5.13 of this Agreement requesting that a Loan be made pursuant to Section 2.1 of this Agreement (with interest to accrue thereon at the Base Interest Rate) on the date such unpaid Reimbursement Obligation is due under this Agreement in an amount equal to such unpaid Reimbursement Obligation (which unpaid amount is referred to in this Agreement as the “Unreimbursed Amount”), and the procedures set forth in Section 5.16 of this Agreement shall be followed in making such a Loan. A Loan of the payment made under type described in the Letter. Nothing herein preceding sentence shall be deemed made notwithstanding Contran’s failure to relieve any Lender from its obligation to pay its share satisfy all of all drawings made under any Letters issued on its behalf or to prejudice any rights which the Borrower or any beneficiary under any such Letter may have against any Lender as a result conditions set forth in Section 7.2 of any default by such Lender in making any payment which it is obligated to make under any such Letterthis Agreement.

Letter of Credit Payments. (a) The Borrower and each Lender authorizes the Agent to review on behalf of each Lender each Draft and such If any draft shall be presented or other document presented under each Letter. The determination of the Agent as to the conformity of any documents presented under a Letter to the requirements of such Letter shall, in the absence of the Agent’s gross negligence or willful misconduct (and subject to Section 3.11(h)(II)(i)), be conclusive and binding on the Borrower and each Lender. The Agent shall, within a reasonable time following its receipt thereof, examine all documents purporting to represent a demand for payment shall be made under any Letter. The Letter of Credit, the L/C Issuer shall notify the Administrative Agent shall promptly after such examination (i) notify each of the Lenders obligated under such Letter and the Borrower by telephone (confirmed in writing) of such the date and amount of the draft presented or demand for payment and of each Lender’s share of the date and time when it expects to pay such payment, and (ii) notify each Lender and the Borrower whether said demand for payment was properly made under the relevant Letter. With respect to any drawing determined by the Agent to have been properly made under a Letter, each Lender will make an L/C Disbursement in respect of such Letter in accordance with its liability under such Letter and this Agreement, such L/C Disbursement to be made to such account of the Agent as shall have been most recently designated by it for such purpose by notice to the Lenders. The Agent will make any such L/C Disbursement available to the beneficiary of such Letter by promptly crediting the amounts so received, in like funds, to the account identified by such beneficiary in connection with draft or honor such demand for payment. Promptly following any If Borrower fails to reimburse the L/C Disbursement Issuer as provided in §4.2 on or before the date that such draft is paid or other payment is made by any Lender in respect of any Letter, the Agent will notify the Borrower of such L/C DisbursementIssuer, the Administrative Agent may at any time thereafter notify the Lenders of the amount of any such Unpaid Reimbursement Obligation and the amount of each Lender’s Commitment Percentage thereof. In such event, Borrower shall be deemed to have requested a Base Rate Loan to be disbursed on the Honor Date in an amount equal to the Unpaid Reimbursement Obligation, without regard to the minimum and multiples specified in §2.6 for the principal amount of Base Rate Loans, but subject to the other conditions set forth in §§2.1, 2.6 and 12 (other than the delivery of a Loan Request). Any failure to give or delay in giving such notice shall not relieve given by the Borrower of its obligation to reimburse any Lender with respect to any L/C DisbursementIssuer or the Administrative Agent pursuant to this §4.3 may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. Each Revolving Credit Lender shall upon any notice pursuant to §4.3 make funds available to the Administrative Agent for the account of the L/C Issuer at the Administrative Agent’s Office in an amount equal to its Commitment Percentage of the Unpaid Reimbursement Obligation not later than 1:00 p.m., Pacific time, on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of §4.3(b), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall not be required remit the funds so received to make any payment under a Letter in excess of the amount received by it from the Lenders for such paymentL/C Issuer. (b) Unless With respect to any Unpaid Reimbursement Obligation that is not fully refinanced by Base Rate Loans because the Agent conditions set forth in §12 cannot be satisfied or for any other reason, the Borrower shall be deemed to have been notified by telephone incurred from the L/C Issuer an L/C Borrowing in the amount of the Unpaid Reimbursement Obligation that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate set forth in writing by a Lender at least one Business Day prior §5.10.1. In such event, each Revolving Credit Lender’s payment to the date that a Administrative Agent for the account of the L/C Issuer pursuant to §4.3(a) shall be deemed payment under a Letter is to be made by the Agent, that in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender does not intend in satisfaction of its participation obligation under this §4. (c) Until each Revolving Credit Lender funds its Commitment Percentage of the Revolving Credit Loans or participations as set forth in this §4.3 to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Commitment Percentage of such amount shall be solely for the account of the L/C Issuer. (d) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of such Lender’s share of such paymentthis §4.3 by the time specified in §4.3, the Agent may assume that such Lender has made or will make such amount available to the Agent, and the Agent may, in reliance upon such assumption, pay such Lender’s share of the payment to be made under such Letter. If such amount (the “Unpaid Amount”) is not in fact made available to the Agent by such Lender, the Agent applicable L/C Issuer shall be entitled to retain for its own account any payment made by the Borrower to such Lender in respect of such Unpaid Amount and shall further be entitled to recover the balance of such Unpaid Amount from such Lender and the Borrower. If such Lender does not pay such amount forthwith upon the Agent’s demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall, to the extent it has not theretofore done so, pay such amount to the Agent no later than one Business Day after such notice. The Agent shall also be entitled to recover from such Lender (oracting through the Administrative Agent), if on demand, such Lender shall fail to pay such amount, from amount with interest thereon for the Borrower if and to the extent unpaid) interest on such corresponding amount in respect of each day period from the date such amount was paid payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error. (e) At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender such Lender’s L/C Advance in respect of such payment in accordance with §4.3, if the Administrative Agent under receives for the Letter and until account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Commitment Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent. If any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to §4.3 is required to be returned in connection with any bankruptcy or insolvency proceeding or otherwise (including pursuant to any settlement entered into by the L/C Issuer in its discretion), each Revolving Credit Lender shall pay to the Administrative Agent for the account of the L/C Issuer its Commitment Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is recovered returned by the Agentsuch Lender, at a rate per annum equal to, if paid by such Lender, the rate determined by the Agent (which shall be conclusive and binding on the Lender) in accordance with the Agent’s usual banking practice for similar advances to financial institutions of like standing to that Lender, but, in any event, at a rate no greater than the usual interbank offered rate for the sale of deposits in the applicable currency. Upon payment by such Lender to the Agent of such amount and interest thereon, as aforesaid, such Lender shall be deemed Federal Funds Rate from time to have paid its share time in effect. The obligations of the Lenders under this clause shall survive the payment made under in full of the Letter. Nothing herein shall be deemed to relieve any Lender from its obligation to pay its share Obligations and the termination of all drawings made under any Letters issued on its behalf or to prejudice any rights which the Borrower or any beneficiary under any such Letter may have against any Lender as a result of any default by such Lender in making any payment which it is obligated to make under any such Letterthis Agreement.

Letter of Credit Payments. (a) The Borrower and each Lender authorizes the Agent to review on behalf of each Lender each Draft and such If any draft shall be presented or other document presented under each Letter. The determination of the Agent as to the conformity of any documents presented under a Letter to the requirements of such Letter shall, in the absence of the Agent’s gross negligence or willful misconduct (and subject to Section 3.11(h)(II)(i)), be conclusive and binding on the Borrower and each Lender. The Agent shall, within a reasonable time following its receipt thereof, examine all documents purporting to represent a -------------------------- demand for payment shall be made under any Letter. The Letter of Credit, the Agent shall promptly after such examination (i) notify each the Borrowers of the Lenders obligated under such Letter date and amount of the Borrower by telephone (confirmed in writing) of such draft presented or demand for payment and of each Lender’s share of the date and time when it expects to pay such payment, and (ii) notify each Lender and the Borrower whether said demand for payment was properly made under the relevant Letter. With respect to any drawing determined by the Agent to have been properly made under a Letter, each Lender will make an L/C Disbursement in respect of such Letter in accordance with its liability under such Letter and this Agreement, such L/C Disbursement to be made to such account of the Agent as shall have been most recently designated by it for such purpose by notice to the Lenders. The Agent will make any such L/C Disbursement available to the beneficiary of such Letter by promptly crediting the amounts so received, in like funds, to the account identified by such beneficiary in connection with draft or honor such demand for payment. Promptly following any L/C Disbursement by any Lender in respect of any Letter, the Agent will notify the Borrower of such L/C Disbursement. Any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse any Lender with respect to any L/C Disbursement. The Agent shall not be required to make any payment under a Letter in excess of the amount received by it from the Lenders for such payment. (b) Unless the Agent shall have been notified by telephone and in writing by a Lender at least one Business Day prior to On the date that a such draft is paid or other payment under a Letter is to be made by the Agent, that the Agent shall promptly notify the Banks of the amount of any unpaid Reimbursement Obligation. All such Lender does not intend unpaid Reimbursement Obligations with respect to Letters of Credit shall be deemed to be Base Rate Loans. No later than 3:00 p.m. (Boston time) on the Business Day next following the receipt of such notice, each Bank shall make available to the Agent, at the Agent's Head Office, in immediately available funds, such Bank's Commitment Percentage of such unpaid Reimbursement Obligation, together with an amount equal to the product of (a) the average, computed for the period referred to in clause (c) below, of the weighted average interest rate paid by the Agent for federal funds acquired by the Agent during each day included in such period, multiplied by (b) ---------- -- the amount equal to such Bank's Commitment Percentage of such Lender’s share unpaid Reimbursement Obligation, multiplied by (c) a fraction, the numerator of which ---------- -- is the number of days that have elapsed from and including the date the Agent paid the draft presented for honor or otherwise made payment until the date on which such Bank's Commitment Percentage of such payment, the Agent may assume that such Lender has made or will make such amount unpaid Reimbursement Obligation shall become immediately available to the Agent, and the Agent may, in reliance upon such assumption, pay such Lender’s share denominator of which is 365. The responsibility of the payment to be made under such Letter. If such amount (the “Unpaid Amount”) is not in fact made available Agent to the Agent by such Lender, Borrowers and the Agent Banks shall be entitled only to retain for its own account any payment made by determine that the Borrower to documents (including each draft) delivered under each Letter of Credit in connection with such Lender in respect of such Unpaid Amount and shall further be entitled to recover the balance of such Unpaid Amount from such Lender and the Borrower. If such Lender does not pay such amount forthwith upon the Agent’s demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall, to the extent it has not theretofore done so, pay such amount to the Agent no later than one Business Day after such notice. The Agent shall also be entitled to recover from such Lender (or, if such Lender shall fail to pay such amount, from the Borrower if and to the extent unpaid) interest on such corresponding amount in respect of each day from the date such amount was paid by the Agent under the Letter and until such amount is recovered by the Agent, at a rate per annum equal to, if paid by such Lender, the rate determined by the Agent (which presentment shall be conclusive and binding on the Lender) in accordance conformity in all material respects with the Agent’s usual banking practice for similar advances to financial institutions of like standing to that Lender, but, in any event, at a rate no greater than the usual interbank offered rate for the sale of deposits in the applicable currency. Upon payment by such Lender to the Agent of such amount and interest thereon, as aforesaid, such Lender shall be deemed to have paid its share of the payment made under the Letter. Nothing herein shall be deemed to relieve any Lender from its obligation to pay its share of all drawings made under any Letters issued on its behalf or to prejudice any rights which the Borrower or any beneficiary under any such Letter may have against any Lender as a result of any default by such Lender in making any payment which it is obligated to make under any such LetterCredit.

Letter of Credit Payments. (a) The Borrower and each Lender authorizes the Agent to review on behalf of each Lender each Draft and such If any draft shall be presented or other document presented under each Letter. The determination of the Agent as to the conformity of any documents presented under a Letter to the requirements of such Letter shall, in the absence of the Agent’s gross negligence or willful misconduct (and subject to Section 3.11(h)(II)(i)), be conclusive and binding on the Borrower and each Lender. The Agent shall, within a reasonable time following its receipt thereof, examine all documents purporting to represent a demand for payment shall be made under any Letter. The Letter of Credit, the L/C Issuer shall notify the Administrative Agent shall promptly after such examination (i) notify each of the Lenders obligated under such Letter and the Borrower by telephone (confirmed in writing) of such the date and amount of the draft presented or demand for payment and of each Lender’s share of the date and time when it expects to pay such payment, and (ii) notify each Lender and the Borrower whether said demand for payment was properly made under the relevant Letter. With respect to any drawing determined by the Agent to have been properly made under a Letter, each Lender will make an L/C Disbursement in respect of such Letter in accordance with its liability under such Letter and this Agreement, such L/C Disbursement to be made to such account of the Agent as shall have been most recently designated by it for such purpose by notice to the Lenders. The Agent will make any such L/C Disbursement available to the beneficiary of such Letter by promptly crediting the amounts so received, in like funds, to the account identified by such beneficiary in connection with draft or honor such demand for payment. Promptly following any If the Borrower fails to reimburse the L/C Disbursement Issuer as provided in §4.2 on or before the date that such draft is paid or other payment is made by any Lender in respect of any Letter, the Agent will notify the Borrower of such L/C DisbursementIssuer, the Administrative Agent may at any time thereafter notify the Lenders of the amount of any such Unpaid Reimbursement Obligation and the amount of each Lender’s Commitment Percentage thereof. In such event, the Borrower shall be deemed to have requested a Base Rate Loan to be disbursed on the Honor Date in an amount equal to the Unpaid Reimbursement Obligation, without regard to the minimum and multiples specified in §2.6 for the principal amount of Base Rate Loans, but subject to the other conditions set forth in §§2.1, 2.6 and 12 (other than the delivery of a Loan Request). Any failure to give or delay in giving such notice shall not relieve given by the Borrower of its obligation to reimburse any Lender with respect to any L/C DisbursementIssuer or the Administrative Agent pursuant to this §4.3 may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. Each Lender shall upon any notice pursuant to §4.3 make funds available to the Administrative Agent for the account of the L/C Issuer at the Administrative Agent’s Office in an amount equal to its Commitment Percentage of the Unpaid Reimbursement Obligation not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of §4.3(b), each Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall not be required remit the funds so received to make any payment under a Letter in excess of the amount received by it from the Lenders for such paymentL/C Issuer. (b) Unless With respect to any Unpaid Reimbursement Obligation that is not fully refinanced by Base Rate Loans because the Agent conditions set forth in §12 cannot be satisfied or for any other reason, the Borrower shall be deemed to have been notified by telephone incurred from the L/C Issuer an L/C Borrowing in the amount of the Unpaid Reimbursement Obligation that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate set forth in writing by a Lender at least one Business Day prior §5.10.1. In such event, each Lender’s payment to the date that a Administrative Agent for the account of the L/C Issuer pursuant to §4.3(a) shall be deemed payment under a Letter is to be made by the Agent, that in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender does not intend in satisfaction of its participation obligation under this §4. (c) Until each Lender funds its Commitment Percentage of the Loans or participations as set forth in this §4.3 to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Commitment Percentage of such amount shall be solely for the account of the L/C Issuer. (d) If any Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of such Lender’s share of such paymentthis §4.3 by the time specified in §4.3, the Agent may assume that such Lender has made or will make such amount available to the Agent, and the Agent may, in reliance upon such assumption, pay such Lender’s share of the payment to be made under such Letter. If such amount (the “Unpaid Amount”) is not in fact made available to the Agent by such Lender, the Agent applicable L/C Issuer shall be entitled to retain for its own account any payment made by the Borrower to such Lender in respect of such Unpaid Amount and shall further be entitled to recover the balance of such Unpaid Amount from such Lender and the Borrower. If such Lender does not pay such amount forthwith upon the Agent’s demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall, to the extent it has not theretofore done so, pay such amount to the Agent no later than one Business Day after such notice. The Agent shall also be entitled to recover from such Lender (oracting through the Administrative Agent), if on demand, such Lender shall fail to pay such amount, from amount with interest thereon for the Borrower if and to the extent unpaid) interest on such corresponding amount in respect of each day period from the date such amount was paid payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation. A certificate of the L/C Issuer submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error. (e) At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Lender such Lender’s L/C Advance in respect of such payment in accordance with §4.3, if the Administrative Agent under receives for the Letter and until account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Commitment Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent. If any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to §4.3 is required to be returned in connection with any bankruptcy or insolvency proceeding or otherwise (including pursuant to any settlement entered into by the L/C Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the L/C Issuer its Commitment Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is recovered returned by the Agentsuch Lender, at a rate per annum equal to, if paid by such Lender, the rate determined by the Agent (which shall be conclusive and binding on the Lender) in accordance with the Agent’s usual banking practice for similar advances to financial institutions of like standing to that Lender, but, in any event, at a rate no greater than the usual interbank offered rate for the sale of deposits in the applicable currency. Upon payment by such Lender to the Agent of such amount and interest thereon, as aforesaid, such Lender shall be deemed Federal Funds Rate from time to have paid its share time in effect. The obligations of the Lenders under this clause shall survive the payment made under in full of the Letter. Nothing herein shall be deemed to relieve any Lender from its obligation to pay its share Obligations and the termination of all drawings made under any Letters issued on its behalf or to prejudice any rights which the Borrower or any beneficiary under any such Letter may have against any Lender as a result of any default by such Lender in making any payment which it is obligated to make under any such Letterthis Agreement.

Letter of Credit Payments. (a) The Borrower and each Lender authorizes the Agent to review on behalf of each Lender each Draft and such If any draft shall be presented or other document presented under each Letter. The determination of the Agent as to the conformity of any documents presented under a Letter to the requirements of such Letter shall, in the absence of the Agent’s gross negligence or willful misconduct (and subject to Section 3.11(h)(II)(i)), be conclusive and binding on the Borrower and each Lender. The Agent shall, within a reasonable time following its receipt thereof, examine all documents purporting to represent a demand for payment shall be made under any Letter. The Agent Letter of Credit, the Applicable Issuing Party, shall promptly after such examination (i) notify each Mont Re of the Lenders obligated under such Letter date and amount of the Borrower by telephone (confirmed in writing) of such draft presented or demand for payment and of each Lender’s share of the date and time when it expects to pay such payment, and (ii) notify each Lender and the Borrower whether said demand for payment was properly made under the relevant Letter. With respect to any drawing determined by the Agent to have been properly made under a Letter, each Lender will make an L/C Disbursement in respect of such Letter in accordance with its liability under such Letter and this Agreement, such L/C Disbursement to be made to such account of the Agent as shall have been most recently designated by it for such purpose by notice to the Lenders. The Agent will make any such L/C Disbursement available to the beneficiary of such Letter by promptly crediting the amounts so received, in like funds, to the account identified by such beneficiary in connection with draft or honor such demand for payment. Promptly following any L/C Disbursement If Mont Re fails to reimburse such Person as provided in §2.2.5 or if the Administrative Agent is unable to effect such reimbursement through the application of the Pledged Collateral, on the date that such draft is paid or other payment is made by any Lender in respect of any Letterthe Applicable Issuing Party, the Agent will Applicable Issuing Party may at any time thereafter notify the Borrower of such L/C Disbursement. Any failure to give Tranche A Lenders or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse any Lender with respect to any L/C Disbursement. The Agent shall not be required to make any payment under a Letter in excess Tranche B Lenders, as the case may be, of the amount received by it from of any such Unpaid Reimbursement Obligation. No later than 3:00 p.m. on the Business Day next following the receipt of such notice, each Tranche A Lender or Tranche B Lender, as the case may be, shall make available to the Applicable Issuing Party, in Dollars, at the Administrative Agent’s Office, in immediately available funds, such Lender’s Commitment Percentage of such Unpaid Reimbursement Obligation. The responsibility of each Applicable Issuing Party to Mont Re and the Lenders for shall be only to determine that the documents (including each draft) delivered under each Letter of Credit in connection with such paymentpresentment shall be in conformity in all material respects with such Letter of Credit. (b) Unless Each Lender’s obligation to (x) reimburse the Agent Fronting Bank, in the case of Fronted Letters of Credit or (y) provide the LC Administrator with funds in an amount equal to its several obligation, in the case of Several Letters of Credit, for amounts drawn under Letters of Credit as contemplated by this §2.2.6, shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have been notified by telephone and in writing against the Fronting Bank, the LC Administrator, Mont Re, the Parent or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default, or (iii) any other occurrence, event or condition, whether or not similar to any of the foregoing. No such payment by a Lender at least one Business Day prior shall relieve or otherwise impair the obligation of Mont Re to reimburse the date that a Applicable Issuing Party for the amount of any payment under a Letter is to be made by the Agentsuch Person under any Letter of Credit, that such together with interest as provided herein. (c) If any Lender does not intend fails to make available to the Administrative Agent for the account of the Applicable Issuing Party any amount required to be paid by such Lender pursuant to the foregoing provisions of such Lender’s share of such paymentthis §2.2.6 by the time specified, the Agent may assume that such Lender has made or will make such amount available to the Agent, and the Agent may, in reliance upon such assumption, pay such Lender’s share of the payment to be made under such Letter. If such amount (the “Unpaid Amount”) is not in fact made available to the Agent by such Lender, the Agent Applicable Issuing Party shall be entitled to retain for its own account any payment made by the Borrower to such Lender in respect of such Unpaid Amount and shall further be entitled to recover the balance of such Unpaid Amount from such Lender and the Borrower. If such Lender does not pay such amount forthwith upon the Agent’s demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall, to the extent it has not theretofore done so, pay such amount to the Agent no later than one Business Day after such notice. The Agent shall also be entitled to recover from such Lender (oracting through the Administrative Agent), if on demand, such Lender shall fail to pay such amount, from amount with interest thereon for the Borrower if and to the extent unpaid) interest on such corresponding amount in respect of each day period from the date such amount was paid by payment is required to the Agent under the Letter and until date on which such amount payment is recovered by the Agent, immediately available to such Person at a rate per annum equal to, if paid by such Lender, to the rate determined by applicable Federal Funds Rate from time to time in effect. A certificate of the Agent Applicable Issuing Party submitted to any Lender (which through the Administrative Agent) with respect to any amounts owing under this clause (c) shall be conclusive and binding on the Lender) in accordance with the Agent’s usual banking practice for similar advances to financial institutions of like standing to that Lender, but, in any event, at a rate no greater than the usual interbank offered rate for the sale of deposits in the applicable currency. Upon payment by such Lender to the Agent of such amount and interest thereon, as aforesaid, such Lender shall be deemed to have paid its share of the payment made under the Letter. Nothing herein shall be deemed to relieve any Lender from its obligation to pay its share of all drawings made under any Letters issued on its behalf or to prejudice any rights which the Borrower or any beneficiary under any such Letter may have against any Lender as a result of any default by such Lender in making any payment which it is obligated to make under any such Letterabsent manifest error.

Letter of Credit Payments. (a) The Borrower and each Lender authorizes the Agent to review on behalf of each Lender each Draft and such If any draft shall be presented or other document presented under each Letter. The determination of the Agent as to the conformity of any documents presented under a Letter to the requirements of such Letter shall, in the absence of the Agent’s gross negligence or willful misconduct (and subject to Section 3.11(h)(II)(i)), be conclusive and binding on the Borrower and each Lender. The Agent shall, within a reasonable time following its receipt thereof, examine all documents purporting to represent a demand for payment shall be made under any Letter. The Agent Letter of Credit, the applicable Issuing Bank shall promptly after such examination (i) notify each the Borrowers of the Lenders obligated under such Letter date, amount and currency of the Borrower by telephone (confirmed in writing) of such draft presented or demand for payment and of each Lender’s share of the date and time when it expects to pay such payment, and (ii) notify each Lender and the Borrower whether said demand for payment was properly made under the relevant Letter. With respect to any drawing determined by the Agent to have been properly made under a Letter, each Lender will make an L/C Disbursement in respect of such Letter in accordance with its liability under such Letter and this Agreement, such L/C Disbursement to be made to such account of the Agent as shall have been most recently designated by it for such purpose by notice to the Lenders. The Agent will make any such L/C Disbursement available to the beneficiary of such Letter by promptly crediting the amounts so received, in like funds, to the account identified by such beneficiary in connection with draft or honor such demand for payment. Promptly following If the applicable Borrower or, as the case may be, Borrowers fail to reimburse the applicable Issuing Bank as provided in Section 4.2 on or before the date that such draft is paid or other payment is made by such Issuing Bank, such Issuing Bank may at any L/C Disbursement by any Lender in respect time thereafter notify the Administrative Agent who will promptly notify the Lenders of the amount and currency of any Lettersuch Unpaid Reimbursement Obligation. If no Default or Event of Default is then continuing, the Agent will notify applicable Borrower or, as the case may be, Borrowers shall be deemed to have requested a Co-Borrower Loan, in the case of a Co-Borrower, a UK Loan in the case of the UK Borrower or an Australian Loan in the case of the Australian Borrower in Dollars in all respects bearing interest at the Base Rate with a Drawdown Date as of the date on which the applicable Issuing Bank paid the draft presented for honor or otherwise made such payment, in an amount equal to the amount of, such draft or other payment and the notice from the applicable Issuing Bank to the Lenders shall be deemed to be a notice of a Revolving Credit Loan Request made by the Administrative Agent. No later than 1:00 p.m. (Eastern time) on the Business Day next following the receipt of such L/C Disbursementnotice, each Lender shall make available to the Administrative Agent, at the Administrative Agent's Office, in Same Day Funds in Dollars, such Lender's Commitment Percentage of such Unpaid Reimbursement Obligation, together with an amount equal to the product of (a) the average, computed for the period referred to in clause (c) below, of the Overnight Rate for each day included in such period, times (b) the amount equal to such Lender's Commitment Percentage of such Unpaid Reimbursement Obligation, times (c) a fraction, the numerator of which is the number of days that elapse from and including the date the Issuing Bank paid the draft presented for honor or otherwise made payment to the date on which such Lender's Commitment Percentage of such Unpaid Reimbursement Obligation shall become immediately available to the Administrative Agent, and the denominator of which is 360. Any failure If no Default or Event of Default is continuing at the time the Administrative Agent notified the Lenders of the amount of such Unpaid Reimbursement Obligation, the amounts made available to give the Administrative Agent by the Lenders hereunder shall be treated as a Co-Borrower Loan, in the case of a Co-Borrower, a UK Loan in the case of the UK Borrower or delay an Australian Loan in giving the case of the Australian Borrower in Dollars in all respects bearing interest at the Base Rate with a Drawdown Date as of the date on which the applicable Issuing Bank paid the draft presented for honor or otherwise made such notice payment. Each Lender, each Borrower and each Guarantor agrees that, in paying any drawing under a Letter of Credit, the applicable Issuing Bank shall not relieve 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. Each Borrower hereby assumes all risks of its obligation to reimburse the acts or omissions of any Lender beneficiary or transferee with respect to its use of any L/C DisbursementLetter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude such Borrower's pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. The Agent In furtherance and not in limitation of the foregoing, the applicable Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the applicable Issuing Bank shall not be required responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to make any payment under transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in excess of the amount received by it from the Lenders whole or in part, which may prove to be invalid or ineffective for such paymentany reason. (b) Unless With respect to any Unpaid Reimbursement Obligation that is not fully refinanced by a Co-Borrower Loan, in all respects bearing interest at the Agent Base Rate as set forth above because a Default or Event of Default is then continuing, the conditions set forth in Section 12 cannot be satisfied or for any other reason, the applicable Borrower(s) shall be deemed to have been notified by telephone incurred from the applicable Issuing Bank an extension of credit resulting from and in writing by a Lender the amount of the Unpaid Reimbursement Obligation that is not so refinanced, which extension of credit shall be due and payable on demand (together with interest) and shall bear interest at least one Business Day prior the default rate set forth in Section 5.11 and shall constitute an Obligation as defined herein and for the purposes of the Loan Documents. In such event, each Lender's payment to the date that Administrative Agent for the account of the applicable Issuing Bank pursuant to this Section 4.3 shall be deemed payment in respect of its participation in such extension of credit and shall constitute a funding of such Lender's participation in such extension of credit in satisfaction of its participation obligation under this Section 4. No such funding of such Lender's participation in such extension of credit shall relieve or otherwise impair the obligation of the applicable Borrower(s) to reimburse the applicable Issuing Bank for the amount of any payment under a Letter is to be made by the Agentapplicable Issuing Bank under any Letter of Credit, that together with interest as provided herein. (c) Until each Lender funds its Commitment Percentage of the Loans or participations as set forth in this Section 4.3 to reimburse the applicable Issuing Bank for any amount drawn under any Letter of Credit, interest in respect of such Lender's Commitment Percentage of such amount shall be solely for the account of the applicable Issuing Bank. (d) If any Lender does not intend fails to make available to the Administrative Agent for the account of the applicable Issuing Bank any amount required to be paid by such Lender pursuant to the foregoing provisions of such Lender’s share of such paymentthis Section 4.3 by the time specified in Section 4.3, the Agent may assume that such Lender has made or will make such amount available to the Agent, and the Agent may, in reliance upon such assumption, pay such Lender’s share of the payment to be made under such Letter. If such amount (the “Unpaid Amount”) is not in fact made available to the Agent by such Lender, the Agent applicable Issuing Bank shall be entitled to retain for its own account any payment made by the Borrower to such Lender in respect of such Unpaid Amount and shall further be entitled to recover the balance of such Unpaid Amount from such Lender and the Borrower. If such Lender does not pay such amount forthwith upon the Agent’s demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall, to the extent it has not theretofore done so, pay such amount to the Agent no later than one Business Day after such notice. The Agent shall also be entitled to recover from such Lender (oracting through the Administrative Agent), if on demand, such Lender shall fail to pay such amount, from amount with interest thereon for the Borrower if and to the extent unpaid) interest on such corresponding amount in respect of each day period from the date such amount was paid payment is required to the date on which such payment is immediately available to the applicable Issuing Bank at a rate per annum equal to the applicable Overnight Rate from time to time in effect. A certificate of the applicable Issuing Bank submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (d) shall be conclusive absent manifest error. (e) At any time after the applicable Issuing Bank has made a payment under any Letter of Credit and has received from any Lender such Lender's participation in respect of such payment in accordance with this Section 4.3, if the Administrative Agent receives for the account of the applicable Issuing Bank any payment in respect of the related Unpaid Reimbursement Obligation or interest thereon (whether directly from the applicable Borrower(s) or otherwise, including proceeds of cash collateral applied thereto by the Administrative Agent), the Administrative Agent under will distribute to such Lender its Commitment Percentage thereof (appropriately adjusted, in the Letter case of interest payments, to reflect the period of time during which such Lender's participation was outstanding) in Dollars and until in the same funds as those received by the Administrative Agent. If any payment received by the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 4.3 is required to be returned in connection with any bankruptcy or insolvency proceeding or otherwise (including pursuant to any settlement entered into by the applicable Issuing Bank in its discretion), each Lender shall pay to the Administrative Agent for the account of the applicable Issuing Bank its Commitment Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is recovered returned by the Agentsuch Lender, at a rate per annum equal to, if paid by such Lender, the rate determined by the Agent (which shall be conclusive and binding on the Lender) in accordance with the Agent’s usual banking practice for similar advances to financial institutions of like standing to that Lender, but, in any event, at a rate no greater than the usual interbank offered rate for the sale of deposits in the applicable currencyOvernight Rate from time to time in effect. Upon payment by such Lender to the Agent of such amount and interest thereon, as aforesaid, such Lender shall be deemed to have paid its share The obligations of the payment made Lenders under the Letter. Nothing herein immediately preceding sentence shall be deemed to relieve any Lender from its obligation to pay its share survive the payment in full of all drawings made under any Letters issued on its behalf or to prejudice any rights which the Borrower or any beneficiary under any such Letter may have against any Lender as a result Obligations and the termination of any default by such Lender in making any payment which it is obligated to make under any such Letterthis Credit Agreement.

Letter of Credit Payments. (a) The Borrower and each Lender authorizes the Agent to review on behalf of each Lender each Draft and such If any draft shall be presented or other document presented under each Letter. The determination of the Agent as to the conformity of any documents presented under a Letter to the requirements of such Letter shall, in the absence of the Agent’s gross negligence or willful misconduct (and subject to Section 3.11(h)(II)(i)), be conclusive and binding on the Borrower and each Lender. The Agent shall, within a reasonable time following its receipt thereof, examine all documents purporting to represent a demand for payment shall be made under any Letter. The Letter of Credit, the L/C Issuer shall notify the Administrative Agent shall promptly after such examination (i) notify each and the applicable Borrower of the date and amount of the draft presented or demand for payment. If such Borrower fails to reimburse the L/C Issuer as provided in §4.2 on or before the date that such draft is paid or other payment is made by the L/C Issuer, the Administrative Agent may at any time thereafter notify the Lenders obligated under of the amount of any such Letter Unpaid Reimbursement Obligation and the Borrower by telephone (confirmed in writing) of such demand for payment and amount of each Lender’s share Commitment Percentage thereof. In such event, such Borrower shall be deemed to have requested a Base Rate Loan to be disbursed on the Honor Date in an amount equal to the Unpaid Reimbursement Obligation, without regard to the minimum and multiples specified in §2.6 for the principal amount of such paymentBase Rate Loans, but subject to the other conditions set forth in §§2.1, 2.6 and 12 (ii) notify each Lender and other than the Borrower whether said demand for payment was properly made under the relevant Letterdelivery of a Loan Request). With respect to any drawing determined Any notice given by the Agent to have been properly made under a Letter, each Lender will make an L/C Disbursement Issuer or the Administrative Agent pursuant to this §4.3 may be given by telephone if immediately confirmed in respect writing; provided that the lack of such Letter an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. Each Revolving Credit Lender shall upon any notice pursuant to this §4.3 received by 11:00 a.m. on the Business Day specified in accordance with its liability under such Letter and this Agreement, such notice make funds available to the Administrative Agent for the account of the L/C Disbursement Issuer at the Administrative Agent’s Office in an amount equal to its Commitment Percentage of the Unpaid Reimbursement Obligation not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of §4.3(b), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to such account of Borrower in such amount. The Administrative Agent shall remit the Agent as shall have been most recently designated by it for such purpose by notice funds so received to the Lenders. The Agent will make any such L/C Disbursement available to the beneficiary of such Letter by promptly crediting the amounts so received, in like funds, to the account identified by such beneficiary in connection with such demand for payment. Promptly following any L/C Disbursement by any Lender in respect of any Letter, the Agent will notify the Borrower of such L/C Disbursement. Any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse any Lender with respect to any L/C Disbursement. The Agent shall not be required to make any payment under a Letter in excess of the amount received by it from the Lenders for such paymentIssuer. (b) Unless With respect to any Unpaid Reimbursement Obligation that is not fully refinanced by Base Rate Loans because the Agent shall have been notified by telephone and conditions set forth in writing by a Lender at least one Business Day prior to the date that a payment under a Letter is to §12 cannot be made by the Agent, that such Lender does not intend to make available to the Agent the amount of such Lender’s share of such paymentsatisfied or for any other reason, the Agent may assume that such Lender has made or will make such amount available to the Agent, and the Agent may, in reliance upon such assumption, pay such Lender’s share of the payment to be made under such Letter. If such amount (the “Unpaid Amount”) is not in fact made available to the Agent by such Lender, the Agent shall be entitled to retain for its own account any payment made by the applicable Borrower to such Lender in respect of such Unpaid Amount and shall further be entitled to recover the balance of such Unpaid Amount from such Lender and the Borrower. If such Lender does not pay such amount forthwith upon the Agent’s demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall, to the extent it has not theretofore done so, pay such amount to the Agent no later than one Business Day after such notice. The Agent shall also be entitled to recover from such Lender (or, if such Lender shall fail to pay such amount, from the Borrower if and to the extent unpaid) interest on such corresponding amount in respect of each day from the date such amount was paid by the Agent under the Letter and until such amount is recovered by the Agent, at a rate per annum equal to, if paid by such Lender, the rate determined by the Agent (which shall be conclusive and binding on the Lender) in accordance with the Agent’s usual banking practice for similar advances to financial institutions of like standing to that Lender, but, in any event, at a rate no greater than the usual interbank offered rate for the sale of deposits in the applicable currency. Upon payment by such Lender to the Agent of such amount and interest thereon, as aforesaid, such Lender shall be deemed to have paid its share incurred from the L/C Issuer an L/C Borrowing in the amount of the Unpaid Reimbursement Obligation that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate set forth in §5.10.1. In such event, each Revolving Credit Lender’s payment made under to the Letter. Nothing herein Administrative Agent for the account of the L/C Issuer pursuant to §4.3(a) shall be deemed to relieve any Lender payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from its obligation to pay its share of all drawings made under any Letters issued on its behalf or to prejudice any rights which the Borrower or any beneficiary under any such Letter may have against any Lender as a result of any default by such Lender in making any payment which it is obligated to make satisfaction of its participation obligation under any such Letterthis §4.

Letter of Credit Payments. (a) The Borrower Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Issuing Lender shall notify GWI and each the Administrative Agent thereof. GWI shall reimburse the Issuing Lender authorizes through the Administrative Agent to review on behalf of each Lender each Draft and such other document presented under each Letter. The determination of the Agent as in an amount equal to the conformity amount of such drawing not later than (A) 1:00 p.m. (New York time) on the date of any documents presented payment by the Issuing Lender under a Letter of Credit (each such date, an “Honor Date”), to the requirements extent the Administrative Agent has delivered notice to GWI of such payment prior to 11:00 a.m. (New York time) on the Honor Date, or (B) 1:00 p.m. (New York time) on the Business Day immediately following the day that the Administrative Agent has delivered notice to GWI, to the extent such notice is not delivered to GWI prior to 11:00 a.m. (New York time) on the Honor Date. In the case of a Letter shallof Credit denominated in an Alternative Currency, GWI shall reimburse the Issuing Lender in such Alternative Currency, unless (A) the Issuing Lender (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, GWI shall have notified the Agent’s gross negligence or willful misconduct Issuing Lender promptly following receipt of the notice of drawing that GWI will reimburse the Issuing Lender in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the Issuing Lender shall notify GWI of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. If GWI fails to so reimburse the Issuing Lender by the time set forth in the second sentence of this §5.3(a) (and subject to Section 3.11(h)(II)(i)the “Letter of Credit Borrowing Date”), be conclusive and binding on the Borrower and each Lender. The Agent shall, within a reasonable time following its receipt thereof, examine all documents purporting to represent a demand for payment under any Letter. The Administrative Agent shall promptly after such examination (i) notify each of the Lenders obligated under such Letter and the Borrower by telephone (confirmed in writing) of such demand for payment and of each Lender’s share of such payment, and (ii) notify each Lender and the Borrower whether said demand for payment was properly made under the relevant Letter. With respect to any drawing determined by the Agent to have been properly made under a Letter, each Lender will make an L/C Disbursement in respect of such Letter in accordance with its liability under such Letter and this Agreement, such L/C Disbursement to be made to such account of the Agent as shall have been most recently designated by it for such purpose by notice to the Lenders. The Agent will make any such L/C Disbursement available to the beneficiary of such Letter by promptly crediting the amounts so received, in like funds, to the account identified by such beneficiary in connection with such demand for payment. Promptly following any L/C Disbursement by any Lender in respect of any LetterHonor Date, the Agent will notify the Borrower of such L/C Disbursement. Any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse any Lender with respect to any L/C Disbursement. The Agent shall not be required to make any payment under a Letter in excess amount of the amount received by it from Unpaid Reimbursement Obligation, which amount, for the Lenders for avoidance of doubt, shall include interest on such payment. (b) Unless Unpaid Reimbursement Obligation commencing on the Agent shall have been notified by telephone Honor Date, and in writing by a Lender at least one Business Day prior to the date that a payment under a Letter is to be made by the Agent, that such Lender does not intend to make available to the Agent the amount of such Lender’s share Commitment Percentage thereof. In such event, GWI shall be deemed to have requested a Base Rate Loan to be disbursed on the Letter of Credit Borrowing Date in an amount equal to the Unpaid Reimbursement Obligation, without regard to the minimum and multiples specified in §2.6 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Total Commitment and the conditions set forth in §13 (other than the delivery of a Loan Request). Any notice given by the Issuing Lender or the Administrative Agent pursuant to this §5.3(a) may be given by telephone if immediately confirmed in writing; provided that the lack of such payment, an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (b) Each Lender shall upon any notice pursuant to §5.3 (a) make funds available (and the Administrative Agent may assume apply Cash Collateral provided for this purpose) for the account of the Issuing Lender at the Administrative Agent’s Office in an amount equal to its Commitment Percentage of the Unpaid Reimbursement Obligation not later than 2:00 p.m. (New York time) on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of §5.3(c), each Lender that so makes funds available shall be deemed to have made a Base Rate Loan to GWI in such amount. The Administrative Agent shall remit the funds so received to the Issuing Lender. (c) With respect to any Unpaid Reimbursement Obligation 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, GWI shall be deemed to have incurred from the Issuing Lender a Letter of Credit Borrowing in the amount of the Unpaid Reimbursement Obligation that is not so refinanced, which Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the default rate specified in §6.10. In such event, each Lender’s payment to the Administrative Agent for the account of the Issuing Lender pursuant to this §5.3 shall be deemed payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a Letter of Credit Advance from such Lender has made in satisfaction of its participation obligation under this §5.3. (d) Until each Lender funds its Base Rate Loan or will make such Letter of Credit Advance pursuant to this §5.3 to reimburse the Issuing Lender for any amount available to the Agentdrawn under any Letter of Credit, and the Agent may, interest in reliance upon such assumption, pay respect of such Lender’s share Commitment Percentage of such amount shall be solely for the account of the payment Issuing Lender. (e) Each Lender’s obligation to make Base Rate Loans or Letter of Credit Advance to reimburse the Issuing Lender for amounts drawn under Letters of Credit, as contemplated by this §5.3, shall be made under absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Letter. If such amount Lender may have against the Issuing Lender, GWI or any other Person for any reason whatsoever; (B) the “Unpaid Amount”occurrence or continuance of a Default or Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Base Rate Loans pursuant to this §5.3 is not in fact made available subject to the Agent conditions set forth in §13 (other than delivery by GWI of a Loan Request). No such Lender, making of an Letter of Credit Advance shall relieve or otherwise impair the Agent shall be entitled obligation of GWI to retain reimburse the Issuing Lender for its own account the amount of any payment made by the Borrower Issuing Lender under any Letter of Credit, together with interest as provided herein. (f) If any Lender fails to make available to the Administrative Agent for the account of the Issuing Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this §5.3 by the time specified in respect §5.3(b), then, without limiting the other provisions of such Unpaid Amount and shall further be entitled to recover the balance of such Unpaid Amount from such Lender and the Borrower. If such Lender does not pay such amount forthwith upon the Agent’s demand thereforthis Credit Agreement, the Agent Issuing Lender shall promptly notify the Borrower, and the Borrower shall, to the extent it has not theretofore done so, pay such amount to the Agent no later than one Business Day after such notice. The Agent shall also be entitled to recover from such Lender (oracting through the Administrative Agent), if on demand, such Lender shall fail to pay such amount, from amount with interest thereon for the Borrower if and to the extent unpaid) interest on such corresponding amount in respect of each day period from the date such amount was paid by payment is required to the Agent under date on which such payment is immediately available to the Letter and until such amount is recovered by the Agent, Issuing Lender at a rate per annum equal to, if paid by such Lender, to the greater of the Federal Funds Rate (or the Bank of Canada Rate in the case of amounts owed to the Canadian Agent) and a rate determined by the Agent Issuing Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Issuing Lender in connection with the foregoing. If such Lender pays such amount (which with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Base Rate Loan included in the relevant borrowing or Letter of Credit Advance in respect of the relevant Letter of Credit Borrowing, as the case may be. A certificate of the Issuing Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (f) shall be conclusive and binding on the Lender) in accordance with the Agent’s usual banking practice for similar advances to financial institutions of like standing to that Lender, but, in any event, at a rate no greater than the usual interbank offered rate for the sale of deposits in the applicable currency. Upon payment by such Lender to the Agent of such amount and interest thereon, as aforesaid, such Lender shall be deemed to have paid its share of the payment made under the Letter. Nothing herein shall be deemed to relieve any Lender from its obligation to pay its share of all drawings made under any Letters issued on its behalf or to prejudice any rights which the Borrower or any beneficiary under any such Letter may have against any Lender as a result of any default by such Lender in making any payment which it is obligated to make under any such Letterabsent manifest error.

Letter of Credit Payments. (a) The Borrower and each Lender authorizes the Agent to review on behalf of each Lender each Draft and such other document If any draft shall be presented under each Letter. The determination of the Agent as to the conformity of any documents presented under a Letter to the requirements of such Letter shall, in the absence of the Agent’s gross negligence or willful misconduct (and subject to Section 3.11(h)(II)(i)), be conclusive and binding on the Borrower and each Lender. The Agent shall, within a reasonable time following its receipt thereof, examine all documents purporting to represent a demand for payment under any Letter. The Letter of Credit, the Agent shall promptly after such examination (i) notify each the Company of the Lenders obligated under such Letter date and the Borrower by telephone (confirmed in writing) amount of such demand the draft presented for payment and of each Lender’s share of such payment, and (ii) notify each Lender and . If the Borrower whether said demand for payment was properly made under the relevant Letter. With respect Company fails to any drawing determined by the Agent to have been properly made under a Letter, each Lender will make an L/C Disbursement in respect of such Letter in accordance with its liability under such Letter and this Agreement, such L/C Disbursement to be made to such account of reimburse the Agent as shall have been most recently designated provided in subsection 3.4 by it for such purpose by notice to the Lenders. The Agent will make any such L/C Disbursement available to the beneficiary close of such Letter by promptly crediting the amounts so received, in like funds, to the account identified by such beneficiary in connection with such demand for payment. Promptly following any L/C Disbursement by any Lender in respect of any Letter, the Agent will notify the Borrower of such L/C Disbursement. Any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse any Lender with respect to any L/C Disbursement. The Agent shall not be required to make any payment under a Letter in excess of the amount received by it from the Lenders for such payment. (b) Unless the Agent shall have been notified by telephone and in writing by a Lender at least one Business Day prior to business on the date that a payment under a Letter each such draft is to be made paid by the Agent, that such Lender does not intend to make available to the Agent shall promptly notify each Bank thereof and of the date, the amount of the draft paid and such Lender’s Bank's ratable share thereof. No later than the close of business on the date such paymentnotice is given, the Agent may assume that such Lender has made or will each Bank shall make such amount available to the Agent, at its office specified in subsection 11.1, in immediately available funds, such Bank's ratable share of such draft. The responsibility of the Agent to the Company and the Agent may, Banks shall be only to determine that the documents (including each draft) delivered under such Letter of Credit in reliance upon connection with such assumption, pay presentment shall be in conformity with such Lender’s Letter of Credit. If any Bank's ratable share of a draft presented for payment under any Letter of Credit is made available to the payment Agent on a date after the date such draft is paid by the Agent, such Bank shall pay to the Agent on demand an amount equal to the product of (i) the daily average Federal Funds Effective Rate during such period as quoted by the Agent, times (ii) the amount of such Bank's Commitment Percentage of such draft, times (iii) a fraction the numerator of which is the number of days that elapse from and including the date such draft is paid by the Agent to the date on which such Bank's Commitment Percentage of such draft shall have become immediately available to the Agent and the denominator of which is 360. A certificate of the Agent submitted to any Bank with respect to any amounts owing under this subsection 3.6 shall be made under such Letterconclusive, absent manifest error. If such amount (the “Unpaid Amount”) Bank's Commitment Percentage is not in fact made available to the Agent by such LenderBank within three Business Days of the date such draft is paid by the Agent, the Agent shall be entitled to retain for its own account any payment made by the Borrower to such Lender in respect of such Unpaid Amount and shall further be entitled to recover the balance of such Unpaid Amount from such Lender and the Borrower. If such Lender does not pay such amount forthwith upon with interest thereon at the Agent’s demand thereforrate per annum applicable to Alternate Base Rate Loans hereunder, the Agent shall promptly notify the Borrower, and the Borrower shall, to the extent it has not theretofore done so, pay such amount to the Agent no later than one Business Day after such notice. The Agent shall also be entitled to recover from such Lender (or, if such Lender shall fail to pay such amounton demand, from the Borrower if and to the extent unpaid) interest on such corresponding amount in respect of each day from the date such amount was paid by the Agent under the Letter and until such amount is recovered by the Agent, at a rate per annum equal to, if paid by such Lender, the rate determined by the Agent (which shall be conclusive and binding on the Lender) in accordance with the Agent’s usual banking practice for similar advances to financial institutions of like standing to that Lender, but, in any event, at a rate no greater than the usual interbank offered rate for the sale of deposits in the applicable currency. Upon payment by such Lender to the Agent of such amount and interest thereon, as aforesaid, such Lender shall be deemed to have paid its share of the payment made under the Letter. Nothing herein shall be deemed to relieve any Lender from its obligation to pay its share of all drawings made under any Letters issued on its behalf or to prejudice any rights which the Borrower or any beneficiary under any such Letter may have against any Lender as a result of any default by such Lender in making any payment which it is obligated to make under any such LetterCompany.

Letter of Credit Payments. (a1) The Borrower and each Lender authorizes the Agent to review on behalf of each Lender each Draft and such If any draft shall be presented or other document presented under each Letter. The determination of the Agent as to the conformity of any documents presented under a Letter to the requirements of such Letter shall, in the absence of the Agent’s gross negligence or willful misconduct (and subject to Section 3.11(h)(II)(i)), be conclusive and binding on the Borrower and each Lender. The Agent shall, within a reasonable time following its receipt thereof, examine all documents purporting to represent a demand for payment shall be made under any Letter. The Letter of Credit, the L/C Issuer shall notify the Administrative Agent shall promptly after such examination (i) notify each and the applicable Borrower of the Lenders obligated under such Letter date and amount of the Borrower by telephone (confirmed in writing) of such draft presented or demand for payment and of each Lender’s share of the date and time when it expects to pay such payment, and (ii) notify each Lender and the Borrower whether said demand for payment was properly made under the relevant Letter. With respect to any drawing determined by the Agent to have been properly made under a Letter, each Lender will make an L/C Disbursement in respect of such Letter in accordance with its liability under such Letter and this Agreement, such L/C Disbursement to be made to such account of the Agent as shall have been most recently designated by it for such purpose by notice to the Lenders. The Agent will make any such L/C Disbursement available to the beneficiary of such Letter by promptly crediting the amounts so received, in like funds, to the account identified by such beneficiary in connection with draft or honor such demand for payment. Promptly following any If such Borrower fails to reimburse the L/C Disbursement Issuer as provided in §4.2 on or before the date that such draft is paid or other payment is made by any Lender in respect of any Letter, the Agent will notify the Borrower of such L/C Disbursement. Any failure to give or delay in giving such notice shall not relieve Issuer, the Borrower of its obligation to reimburse Administrative Agent may at any Lender with respect to any L/C Disbursement. The Agent shall not be required to make any payment under a Letter in excess time thereafter notify the Lenders of the amount received by it from the Lenders for of any such payment. (b) Unless the Agent shall have been notified by telephone Unpaid Reimbursement Obligation and in writing by a Lender at least one Business Day prior to the date that a payment under a Letter is to be made by the Agent, that such Lender does not intend to make available to the Agent the amount of such each Lender’s share of Commitment Percentage thereof. In such payment, the Agent may assume that such Lender has made or will make such amount available to the Agent, and the Agent may, in reliance upon such assumption, pay such Lender’s share of the payment to be made under such Letter. If such amount (the “Unpaid Amount”) is not in fact made available to the Agent by such Lender, the Agent shall be entitled to retain for its own account any payment made by the Borrower to such Lender in respect of such Unpaid Amount and shall further be entitled to recover the balance of such Unpaid Amount from such Lender and the Borrower. If such Lender does not pay such amount forthwith upon the Agent’s demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall, to the extent it has not theretofore done so, pay such amount to the Agent no later than one Business Day after such notice. The Agent shall also be entitled to recover from such Lender (or, if such Lender shall fail to pay such amount, from the Borrower if and to the extent unpaid) interest on such corresponding amount in respect of each day from the date such amount was paid by the Agent under the Letter and until such amount is recovered by the Agent, at a rate per annum equal to, if paid by such Lender, the rate determined by the Agent (which shall be conclusive and binding on the Lender) in accordance with the Agent’s usual banking practice for similar advances to financial institutions of like standing to that Lender, but, in any event, at a rate no greater than the usual interbank offered rate for the sale of deposits in the applicable currency. Upon payment by such Lender to the Agent of such amount and interest thereon, as aforesaid, such Lender Borrower shall be deemed to have paid its share requested a Base Rate Loan to be disbursed on the Honor Date in an amount equal to the Unpaid Reimbursement Obligation, without regard to the minimum and multiples specified in §2.6 for the principal amount of Base Rate Loans, but subject to the other conditions set forth in §§2.1, 2.6 and 12 (other than the delivery of a Loan Request). Any notice given by the L/C Issuer or the Administrative Agent pursuant to this §4.3 may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. Each Revolving Credit Lender shall upon any notice pursuant to §4.3 make funds available to the Administrative Agent for the account of the payment made under L/C Issuer at the Letter. Nothing herein Administrative Agent’s Office in an amount equal to its Commitment Percentage of the Unpaid Reimbursement Obligation not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of §4.3(b), each Revolving Credit Lender that so makes funds available shall be deemed to relieve any Lender from its obligation have made a Base Rate Loan to pay its share of all drawings made under any Letters issued on its behalf or such Borrower in such amount. The Administrative Agent shall remit the funds so received to prejudice any rights which the Borrower or any beneficiary under any such Letter may have against any Lender as a result of any default by such Lender in making any payment which it is obligated to make under any such LetterL/C Issuer.

Letter of Credit Payments. (a) The Borrower and each Lender authorizes the Agent to review on behalf of each Lender each Draft and such If any draft shall be presented or other document presented under each Letter. The determination of the Agent as to the conformity of any documents presented under a Letter to the requirements of such Letter shall, in the absence of the Agent’s gross negligence or willful misconduct (and subject to Section 3.11(h)(II)(i)), be conclusive and binding on the Borrower and each Lender. The Agent shall, within a reasonable time following its receipt thereof, examine all documents purporting to represent a demand for payment shall be made under any Letter. The Letter of Credit, the L/C Issuer shall notify the Administrative Agent shall promptly after such examination (i) notify each of the Lenders obligated under such Letter and the Borrower by telephone (confirmed in writing) of such the date and amount of the draft presented or demand for payment and of each Lender’s share of the date and time when it expects to pay such payment, and (ii) notify each Lender and the Borrower whether said demand for payment was properly made under the relevant Letter. With respect to any drawing determined by the Agent to have been properly made under a Letter, each Lender will make an L/C Disbursement in respect of such Letter in accordance with its liability under such Letter and this Agreement, such L/C Disbursement to be made to such account of the Agent as shall have been most recently designated by it for such purpose by notice to the Lenders. The Agent will make any such L/C Disbursement available to the beneficiary of such Letter by promptly crediting the amounts so received, in like funds, to the account identified by such beneficiary in connection with draft or honor such demand for payment. Promptly following any If Borrower fails to reimburse the L/C Disbursement Issuer as provided in §4.2 on or before the date that such draft is paid or other payment is made by any Lender in respect of any Letter, the Agent will notify the Borrower of such L/C DisbursementIssuer, the Administrative Agent may at any time thereafter notify the Lenders of the amount of any such Unpaid Reimbursement Obligation and the amount of each Lender’s Commitment Percentage thereof. In such event, Borrower shall be deemed to have requested a Base Rate Loan to be disbursed on the Honor Date in an amount equal to the Unpaid Reimbursement Obligation, without regard to the minimum and multiples specified in §2.6 for the principal amount of Base Rate Loans, but subject to the other conditions set forth in §§2.1, 2.6 and 12 (other than the delivery of a Loan Request). Any failure to give or delay in giving such notice shall not relieve given by the Borrower of its obligation to reimburse any Lender with respect to any L/C DisbursementIssuer or the Administrative Agent pursuant to this §4.3 may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. Each Revolving Credit Lender shall upon any notice pursuant to §4.3 make funds available to the Administrative Agent for the account of the L/C Issuer at the Administrative Agent’s Office in an amount equal to its Commitment Percentage of the Unpaid Reimbursement Obligation not later than 1:00 p.m., Pacific time, on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of §4.3(b), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall not be required remit the funds so received to make any payment under a Letter in excess of the amount received by it from the Lenders for such paymentL/C Issuer. (b) Unless With respect to any Unpaid Reimbursement Obligation that is not fully refinanced by Base Rate Loans because the Agent conditions set forth in §12 cannot be satisfied or for any other reason, the Borrower shall be deemed to have been notified by telephone incurred from the L/C Issuer an L/C Borrowing in the amount of the Unpaid Reimbursement Obligation that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate set forth in writing by a Lender at least one Business Day prior §5.10.1. In such event, each Revolving Credit Lender’s payment to the date that a Administrative Agent for the account of the L/C Issuer pursuant to §4.3(a) shall be deemed payment under a Letter is to be made by the Agent, that in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender does not intend in satisfaction of its participation obligation under this §4. (c) Until each Revolving Credit Lender funds its Commitment Percentage of the Revolving Credit Loans or participations as set forth in this §4.3 to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Commitment Percentage of such amount shall be solely for the account of the L/C Issuer. (d) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of such Lender’s share of such paymentthis §4.3 by the time specified in §4.3, the Agent may assume that such Lender has made or will make such amount available to the Agent, and the Agent may, in reliance upon such assumption, pay such Lender’s share of the payment to be made under such Letter. If such amount (the “Unpaid Amount”) is not in fact made available to the Agent by such Lender, the Agent applicable L/C Issuer shall be entitled to retain for its own account any payment made by the Borrower to such Lender in respect of such Unpaid Amount and shall further be entitled to recover the balance of such Unpaid Amount from such Lender and the Borrower. If such Lender does not pay such amount forthwith upon the Agent’s demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall, to the extent it has not theretofore done so, pay such amount to the Agent no later than one Business Day after such notice. The Agent shall also be entitled to recover from such Lender (oracting through the Administrative Agent), if on demand, such Lender shall fail to pay such amount, from amount with interest thereon for the Borrower if and to the extent unpaid) interest on such corresponding amount in respect of each day period from the date such amount was paid payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error. (e) At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender such Lender’s L/C Advance in respect of such payment in accordance with §4.3, if the Administrative Agent under receives for the Letter and until account of the L/C Issuer any payment in respect of the related Unpaid Reimbursement Obligation or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Commitment Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent. If any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to §4.3 is required to be returned in connection with any bankruptcy or insolvency proceeding or otherwise (including pursuant to any settlement entered into by the L/C Issuer in its discretion), each Revolving Credit Lender shall pay to the Administrative Agent for the account of the L/C Issuer its Commitment Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is recovered returned by the Agentsuch Lender, at a rate per annum equal to, if paid by such Lender, the rate determined by the Agent (which shall be conclusive and binding on the Lender) in accordance with the Agent’s usual banking practice for similar advances to financial institutions of like standing to that Lender, but, in any event, at a rate no greater than the usual interbank offered rate for the sale of deposits in the applicable currency. Upon payment by such Lender to the Agent of such amount and interest thereon, as aforesaid, such Lender shall be deemed Federal Funds Rate from time to have paid its share time in effect. The obligations of the Lenders under this clause shall survive the payment made under in full of the Letter. Nothing herein shall be deemed to relieve any Lender from its obligation to pay its share Obligations and the termination of all drawings made under any Letters issued on its behalf or to prejudice any rights which the Borrower or any beneficiary under any such Letter may have against any Lender as a result of any default by such Lender in making any payment which it is obligated to make under any such Letterthis Agreement.

Letter of Credit Payments. (a) The Borrower and each Lender authorizes the Agent to review on behalf of each Lender each Draft and such If any draft shall be presented or other document presented under each Letter. The determination of the Agent as to the conformity of any documents presented under a Letter to the requirements of such Letter shall, in the absence of the Agent’s gross negligence or willful misconduct (and subject to Section 3.11(h)(II)(i)), be conclusive and binding on the Borrower and each Lender. The Agent shall, within a reasonable time following its receipt thereof, examine all documents purporting to represent a demand for payment shall be made under any Letter. The Agent Letter of Credit, the Applicable Issuing Party, shall promptly after such examination (i) notify each the Borrower of the Lenders obligated under such Letter date and amount of the Borrower by telephone (confirmed in writing) of such draft presented or demand for payment and of each Lender’s share of the date and time when it expects to pay such payment, and (ii) notify each Lender and the Borrower whether said demand for payment was properly made under the relevant Letter. With respect to any drawing determined by the Agent to have been properly made under a Letter, each Lender will make an L/C Disbursement in respect of such Letter in accordance with its liability under such Letter and this Agreement, such L/C Disbursement to be made to such account of the Agent as shall have been most recently designated by it for such purpose by notice to the Lenders. The Agent will make any such L/C Disbursement available to the beneficiary of such Letter by promptly crediting the amounts so received, in like funds, to the account identified by such beneficiary in connection with draft or honor such demand for payment. Promptly following any L/C Disbursement If the Borrower fails to reimburse such Person as provided in §2.2.5 or if the Administrative Agent is unable to effect such reimbursement through the application of the Pledged Collateral, on the date that such draft is paid or other payment is made by any Lender in respect of any Letterthe Applicable Issuing Party, the Agent will Applicable Issuing Party may at any time thereafter notify the Borrower of such L/C Disbursement. Any failure to give Tranche A Lenders or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse any Lender with respect to any L/C Disbursement. The Agent shall not be required to make any payment under a Letter in excess Tranche B Lenders, as the case may be, of the amount received of any such Unpaid Reimbursement Obligation. No later than 3:00 p.m. on the Business Day next following the receipt of such notice, each Tranche A Lender or Tranche B Lender, as the case may be, shall make available to the Applicable Issuing Party, in Dollars, at the Administrative Agent’s Office, in immediately available funds, such Lender’s Commitment Percentage of such Unpaid Reimbursement Obligation plus any administrative, processing or similar fees customarily charged by it from the Applicable Issuing Party in connection with the foregoing. The responsibility of each Applicable Issuing Party to the Borrower and the Lenders for shall be only to determine that the documents (including each draft) delivered under each Letter of Credit in connection with such paymentpresentment shall be in conformity in all material respects with such Letter of Credit. (b) Unless Each Lender’s obligation to (x) reimburse the Agent Fronting Bank, in the case of Fronted Letters of Credit or (y) provide the LC Administrator with funds in an amount equal to its several obligation, in the case of Several Letters of Credit, for amounts drawn under Letters of Credit as contemplated by this §2.2.6, shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have been notified by telephone and in writing against the Fronting Bank, the LC Administrator, the Borrower, the Parent or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default, or (iii) any other occurrence, event or condition, whether or not similar to any of the foregoing. No such payment by a Lender at least one Business Day prior shall relieve or otherwise impair the obligation of the Borrower to reimburse the date that a Applicable Issuing Party for the amount of any payment under a Letter is to be made by the Agentsuch Person under any Letter of Credit, that such together with interest as provided herein. (c) If any Lender does not intend fails to make available to the Administrative Agent for the account of the Applicable Issuing Party any amount required to be paid by such Lender pursuant to the foregoing provisions of such Lender’s share of such paymentthis §2.2.6 by the time specified, the Agent may assume that such Lender has made or will make such amount available to the Agent, and the Agent may, in reliance upon such assumption, pay such Lender’s share of the payment to be made under such Letter. If such amount (the “Unpaid Amount”) is not in fact made available to the Agent by such Lender, the Agent Applicable Issuing Party shall be entitled to retain for its own account any payment made by the Borrower to such Lender in respect of such Unpaid Amount and shall further be entitled to recover the balance of such Unpaid Amount from such Lender and the Borrower. If such Lender does not pay such amount forthwith upon the Agent’s demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall, to the extent it has not theretofore done so, pay such amount to the Agent no later than one Business Day after such notice. The Agent shall also be entitled to recover from such Lender (oracting through the Administrative Agent), if on demand, such Lender shall fail to pay such amount, from amount with interest thereon for the Borrower if and to the extent unpaid) interest on such corresponding amount in respect of each day period from the date such amount was paid by payment is required to the Agent under the Letter and until date on which such amount payment is recovered by the Agent, immediately available to such Person at a rate per annum equal toto the applicable Federal Funds Rate from time to time in effect plus any administrative, if paid by such Lender, the rate determined processing or similar fees customarily charged by the Agent Applicable Issuing Party in connection with the foregoing. A certificate of the Applicable Issuing Party submitted to any Lender (which through the Administrative Agent) with respect to any amounts owing under this clause (c) shall be conclusive and binding on the Lender) in accordance with the Agent’s usual banking practice for similar advances to financial institutions of like standing to that Lender, but, in any event, at a rate no greater than the usual interbank offered rate for the sale of deposits in the applicable currency. Upon payment by such Lender to the Agent of such amount and interest thereon, as aforesaid, such Lender shall be deemed to have paid its share of the payment made under the Letter. Nothing herein shall be deemed to relieve any Lender from its obligation to pay its share of all drawings made under any Letters issued on its behalf or to prejudice any rights which the Borrower or any beneficiary under any such Letter may have against any Lender as a result of any default by such Lender in making any payment which it is obligated to make under any such Letterabsent manifest error.

Letter of Credit Payments. (a) The Borrower and each Lender authorizes the Agent to review on behalf of each Lender each Draft and such other document presented under each Letter. The determination of the Agent as to the conformity of any documents presented under a Letter to the requirements of such Letter shall, in the absence of the Agent’s gross negligence or willful misconduct (and subject to Section 3.11(h)(II)(i)), be conclusive and binding on the Borrower and each Lender. The Agent shall, within a reasonable time following its receipt thereof, examine all documents purporting to represent a demand for payment under any Letter. The Agent shall promptly after such examination (i) notify each of the Lenders obligated under such Letter and the Borrower by telephone (confirmed in writing) of such demand for payment and of each Lender’s share of such payment, and (ii) notify each Lender and the Borrower whether said demand for payment was properly made under the relevant Letter. With respect to any drawing determined by the Agent to have been properly made under a Letter, each Lender will make an L/C Disbursement in respect of such Letter in accordance with its liability under such Letter and this Agreement, such L/C Disbursement to be made to such account of the Agent as shall have been most recently designated by it for such purpose by notice to the Lenders. The Agent will make any such L/C Disbursement available to the beneficiary of such Letter by promptly crediting the amounts so received, in like funds, to the account identified by such beneficiary in connection with such demand for payment. Promptly following any L/C Disbursement by any Lender in respect of any Letter, the Agent will notify the Borrower of such L/C Disbursement. Any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse any Lender with respect to any L/C Disbursement. The Agent shall not be required to make any payment under a Letter in excess of the amount received by it from the Lenders for such payment. (b) Unless the Agent shall have been notified by telephone and in writing by a Lender at least one Business Day prior to the date that a payment under a Letter is to be made by the Agent, that such Lender Lxxxxx does not intend to make available to the Agent the amount of such LenderLxxxxx’s share of such payment, the Agent may assume that such Lender has made or will make such amount available to the Agent, and the Agent may, in reliance upon such assumption, pay such LenderLxxxxx’s share of the payment to be made under such Letter. If such amount (the “Unpaid Amount”) is not in fact made available to the Agent by such Lender, the Agent shall be entitled to retain for its own account any payment made by the Borrower to such Lender in respect of such Unpaid Amount and shall further be entitled to recover the balance of such Unpaid Amount from such Lender and the Borrower. If such Lender does not pay such amount forthwith upon the Agent’s demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall, to the extent it has not theretofore done so, pay such amount to the Agent no later than one Business Day after such notice. The Agent shall also be entitled to recover from such Lender (or, if such Lender shall fail to pay such amount, from the Borrower if and to the extent unpaid) interest on such corresponding amount in respect of each day from the date such amount was paid by the Agent under the Letter and until such amount is recovered by the Agent, at a rate per annum equal to, if paid by such Lender, the rate determined by the Agent (which shall be conclusive and binding on the Lender) in accordance with the Agent’s usual banking practice for similar advances to financial institutions of like standing to that Lender, but, in any event, at a rate no greater than the usual interbank offered rate for the sale of deposits in the applicable currency. Upon payment by such Lender to the Agent of such amount and interest thereon, as aforesaid, such Lender shall be deemed to have paid its share of the payment made under the Letter. Nothing herein shall be deemed to relieve any Lender from its obligation to pay its share of all drawings made under any Letters issued on its behalf or to prejudice any rights which the Borrower or any beneficiary under any such Letter may have against any Lender as a result of any default by such Lender in making any payment which it is obligated to make under any such Letter.

Letter of Credit Payments. (ai) The Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit (a “Drawing Request”), the Applicable Issuing Party shall notify the Borrower and each Lender authorizes the Administrative Agent to review on behalf of each Lender each Draft and such other document presented under each Letter. The determination of the Agent as to the conformity of any documents presented under a Letter to the requirements receipt of such Drawing Request and of the date the Applicable Issuing Party will honor such request (each such date, an “Honor Date”). Not later than 10:00 a.m. on such Honor Date in the case of Letters of Credit to be reimbursed in Dollars or the Applicable Time on the Honor Date with respect to Letters of Credit to be reimbursed in an Alternative Currency, the Borrower shall reimburse the respective Issuers through the Administrative Agent in Same Day Funds the amount of the Drawing Request. In the case of a Fronted Letter shallof Credit denominated in an Alternative Currency, the Borrower shall reimburse the Fronting Bank through the Administrative Agent in such Alternative Currency, unless (A) the Fronting Bank (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Agent’s gross negligence Borrower shall have notified the Fronting Bank promptly following receipt of notice of drawing that the Borrower will reimburse the Fronting Bank in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the Fronting Bank shall notify the Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. To the extent that Same Day Funds are received by the Administrative Agent from the Borrower prior to 11:00 a.m. (or willful misconduct (and subject the Applicable Time in the case of any Letter of Credit to Section 3.11(h)(II)(i)), be conclusive and binding reimbursed in an Alternative Currency) on the Borrower and each Lender. The Agent shallHonor Date, within a reasonable time following its receipt thereof, examine all documents purporting to represent a demand for payment under any Letter. The the Administrative Agent shall promptly after such examination (i) notify each of remit the Lenders obligated under such Letter and funds so received to the Borrower Applicable Issuing Party. Any notice given by the Applicable Issuing Party or the Administrative Agent pursuant to this Section 2.2.6 may be given by telephone (if immediately confirmed in writing) ; provided that the lack of such demand for payment and of each Lender’s share an immediate confirmation shall not affect the conclusiveness or binding effect of such payment, and notice. (ii) notify each Lender and the Borrower whether said demand for payment was properly made under the relevant Letter. With respect to any drawing determined Drawing Request, if Same Day Funds are not received by the Administrative Agent from the Borrower prior to have been properly made under a Letter11:00 a.m. (or the Applicable Time in the case of any Letter of Credit to be reimbursed in an Alternative Currency) on the Honor Date in the amount of such Drawing Request, the Administrative Agent shall promptly notify each Lender will make an L/C Disbursement in respect of such Drawing Request, the amount of the Unpaid Reimbursement Amount and such Lender’s Applicable Percentage of such Unpaid Reimbursement Amount. If such Unpaid Reimbursement Amount relates to a Letter of Credit issued in accordance with its liability under such Letter and this Agreementan Alternative Currency, such L/C Disbursement Unpaid Reimbursement Amount shall be the Dollar Equivalent (as calculated by the Administrative Agent using the Spot Rate) of the Drawing Request. Each Lender shall make funds available in Dollars to be made to such the Administrative Agent for the account of the Applicable Issuing Party at the Administrative Agent’s Office in an amount equal to its Applicable Percentage of the Unpaid Reimbursement Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent as (the “Unpaid Reimbursement Date”). The Administrative Agent shall have been most recently designated by it for such purpose by notice remit the funds so received to the LendersApplicable Issuing Party. The To the extent that Same Day Funds are received by the Administrative Agent will from the Lenders (or the Fronting Bank on behalf of a Participating Bank) with respect to a Several Letter of Credit prior to 2:00 p.m. on the Unpaid Reimbursement Date, the Administrative Agent shall notify the LC Administrator and the LC Administrator shall promptly make any such L/C Disbursement funds available to the beneficiary of such Several Letter of Credit on such date. To the extent that the LC Administrator has not delivered funds to any beneficiary of a Several Letter of Credit on behalf of a Lender on the Unpaid Reimbursement Date, if Same Day Funds are received by promptly crediting the amounts so receivedAdministrative Agent from such Lender: (x) after 2:00 p.m. on the Unpaid Reimbursement Date, in like funds, the LC Administrator shall make such funds available to the account identified by such beneficiary in connection with such demand for payment. Promptly following on the next Business Day; (y) prior to 2:00 p.m. on any L/C Disbursement by any Lender in respect of any LetterBusiness Day after the Unpaid Reimbursement Date, the LC Administrator shall make those funds available to such beneficiary on such Business Day; and (z) after 2:00 p.m. on any Business Day after the Unpaid Reimbursement Date, the LC Administrator shall make those funds available to such beneficiary on the next Business Day following such Business Day. (iii) Unless the Administrative Agent will notify the Borrower of such L/C Disbursement. Any failure or LC Administrator receives notice from a Lender prior to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse any Lender Unpaid Reimbursement Date with respect to any L/C Disbursement. The Agent shall not be required to make any payment under a Several Letter in excess of the amount received by it from the Lenders for such payment. (b) Unless the Agent shall have been notified by telephone and in writing by a Lender at least one Business Day prior to the date that a payment under a Letter is to be made by the Agent, Credit that such Lender does will not intend to make available as and when required hereunder to the Administrative Agent the amount of such Lender’s share of Unpaid Reimbursement Amount on such paymentUnpaid Reimbursement Date, the Administrative Agent and the LC Administrator may assume that such Lender has made or will make such amount available to the Agent, Administrative Agent in Same Day Funds on the Unpaid Reimbursement Date and the Agent mayLC Administrator may (but shall not be required), in reliance upon such assumption, pay make available to the beneficiary of the related Several Letter of Credit on such date such Lender’s share Applicable Percentage of the Unpaid Reimbursement Amount. (iv) With respect to any Unpaid Reimbursement Amount, the Borrower shall owe such Unpaid Reimbursement Amount to (x) in the case of Fronted Letters of Credit, the Fronting Bank and (y) in the case of Several Letters of Credit, from the Lenders to the extent that they have provided funds with respect to such Several Letter of Credit pursuant to Section 2.2.6(a)(ii), from the Fronting Bank to the extent it has made funds available on behalf of a Participating Bank or from the LC Administrator to the extent it has made funds available on behalf of a Lender pursuant to Section 2.2.6(a). Unpaid Reimbursement Amounts shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. Each Lender’s or Participating Bank’s payment to the Administrative Agent for the account of a Fronting Bank pursuant to Section 2.2.6(a)(ii) shall be deemed payment in respect of its participation in such Unpaid Reimbursement Amount and shall constitute an Unpaid Reimbursement Amount from such Lender in satisfaction of its participation obligation under this Section 2.2. Any payment by the Borrower in respect of such Unpaid Reimbursement Amount shall be made under such Letter. If such amount (the “Unpaid Amount”) is not in fact made available to the Administrative Agent and upon receipt applied by the Administrative Agent in accordance with Section 2.2.6(c). (v) Until each Lender funds its Unpaid Reimbursement Amount pursuant to this Section 2.2.6(a) to reimburse a Fronting Bank (or the LC Administrator pursuant to Section 2.2.6(a)(ii)) for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Percentage of such Unpaid Reimbursement Amount shall be solely for the account of the Fronting Bank or the LC Administrator, as applicable. (i) Each Lender’s obligation to reimburse the Fronting Bank (or the LC Administrator pursuant to Section 2.2.6(a)(ii)) for amounts drawn under Letters of Credit, as contemplated by this Section 2.2.6(a), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Administrative Agent, the Fronting Bank, the LC Administrator, any Lender, the Agent Borrower, any beneficiary named in any Letter of Credit, any transferee of any Letter of Credit (or any Persons for whom any such transferring may be acting) or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, (C) any lack of validity or enforceability of such Letter of Credit, this Reimbursement and Pledge Agreement or any other Loan Document, (D) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect, (E) the surrender or impairment of any security for the performance or observance of any of the terms of the Loan Documents, (F) any matter or event set forth in Section 2.2.2, or (G) any other occurrence, event or condition, whether or not similar to any of the foregoing. No such making of an Unpaid Reimbursement Amount shall be entitled relieve or otherwise impair the obligation of the Borrower to retain reimburse the respective Issuers for its own account the amount of any payment made by the Borrower respective Issuers under any Letter of Credit, together with interest as provided herein. (ii) If any Lender fails to make available to the Administrative Agent for the account of a Fronting Bank or the LC Administrator any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.2.6(a) by the time specified in respect of such Unpaid Amount and shall further be entitled to recover the balance of such Unpaid Amount from such Lender and the Borrower. If such Lender does not pay such amount forthwith upon the Agent’s demand thereforSection 2.2.6(a)(ii), the Agent Fronting Bank or the LC Administrator, as the case may be, shall promptly notify the Borrower, and the Borrower shall, to the extent it has not theretofore done so, pay such amount to the Agent no later than one Business Day after such notice. The Agent shall also be entitled to recover from such Lender (oracting through the Administrative Agent), if on demand, such Lender shall fail to pay such amount, from amount with interest thereon for the Borrower if and to the extent unpaid) interest on such corresponding amount in respect of each day period from the date such amount was paid by payment is required to the Agent under date on which such payment is immediately available to the Letter and until such amount is recovered by Fronting Bank or the AgentLC Administrator, as the case may be, at a rate per annum equal toto the Federal Funds Rate, plus any administrative, processing or similar fees customarily charged by the Fronting Bank or the LC Administrator in connection with the foregoing. A certificate of the Fronting Bank or the LC Administrator, as the case may be, submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vii) shall be conclusive absent manifest error. (i) At any time after the Applicable Issuing Party has made a payment under any Letter of Credit and has received from any Lender such Lender’s LC Advance in respect of such payment in accordance with Section 2.2.6(a), if paid the Administrative Agent receives any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Administrative Agent. (ii) If any payment received by the Administrative Agent pursuant to Section 2.2.6(a) is required to be returned under any of the circumstances described in Section 3.1 (including pursuant to any settlement entered into by the Fronting Bank or the LC Administrator in its discretion), each Lender shall pay to the Administrative Agent for the account of the Fronting Bank or LC Administrator its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, the rate determined by the Agent (which shall be conclusive and binding on the Lender) in accordance with the Agent’s usual banking practice for similar advances to financial institutions of like standing to that Lender, but, in any event, at a rate no greater than the usual interbank offered rate for the sale of deposits in the applicable currency. Upon payment by such Lender per annum equal to the Agent of such amount and interest thereon, as aforesaid, such Lender shall be deemed Federal Funds Rate from time to have paid its share time in effect. The obligations of the Lenders under this clause shall survive the payment made under in full of the Letter. Nothing herein shall be deemed to relieve any Lender from its obligation to pay its share Obligations and the termination of all drawings made under any Letters issued on its behalf or to prejudice any rights which the Borrower or any beneficiary under any such Letter may have against any Lender as a result of any default by such Lender in making any payment which it is obligated to make under any such Letterthis Reimbursement and Pledge Agreement.

Letter of Credit Payments. (a) The Borrower and each Lender authorizes If any draft shall be presented or ------ -- ------ -------- other demand for payment shall be made under any Letter of Credit, the Agent to review on behalf of each Lender each Draft and such other document presented under each Letter. The determination of the Agent as to the conformity of any documents presented under a Letter to the requirements of such Letter shall, in the absence of the Agent’s gross negligence or willful misconduct (and subject to Section 3.11(h)(II)(i)), be conclusive and binding on the Borrower and each Lender. The Agent shall, within a reasonable time promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under any Letter. The Agent shall promptly after such examination (i) notify each the Company of the Lenders obligated under such Letter date and amount of the Borrower by telephone (confirmed in writing) of such draft presented or demand for payment and of each Lender’s share of the date and time when it expects to pay such payment, and (ii) notify each Lender and the Borrower whether said demand for payment was properly made under the relevant Letter. With respect to any drawing determined by the Agent to have been properly made under a Letter, each Lender will make an L/C Disbursement in respect of such Letter in accordance with its liability under such Letter and this Agreement, such L/C Disbursement to be made to such account of the Agent as shall have been most recently designated by it for such purpose by notice to the Lenders. The Agent will make any such L/C Disbursement available to the beneficiary of such Letter by promptly crediting the amounts so received, in like funds, to the account identified by such beneficiary in connection with draft or honor such demand for payment. Promptly If the Company fails to reimburse the Agent as provided in (S)2A.2 no later than one Business Day following any L/C Disbursement by any Lender in respect of any Letterthe date that such reimbursement is to be made, the Agent will may at any time thereafter notify the Borrower of such L/C Disbursement. Any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse any Lender with respect to any L/C Disbursement. The Agent shall not be required to make any payment under a Letter in excess Banks of the amount received by it from of any such Unpaid Reimbursement Obligation. No later than 3:00 p.m. (Boston time) on the Lenders for such payment. (b) Unless the Agent shall have been notified by telephone and in writing by a Lender at least one Business Day prior to next following the date that a payment under a Letter is to be made by the Agentreceipt of such notice, that such Lender does not intend to each Bank shall make available to the Agent, at its Head Office, in immediately available funds, such Bank's Commitment Percentage of such Unpaid Reimbursement Obligation, together with an amount equal to the product of (a) the average, computed for the period referred to in clause (c) below, of the weighted average interest rate paid by the Agent for federal funds acquired by the Agent during each day included in such period, times (b) the amount equal to such Bank's Commitment Percentage of such Lender’s share Unpaid ----- Reimbursement Obligation, times (c) a fraction, the numerator of which is the ----- number of days that elapse from and including the date the Agent paid the draft presented for honor or otherwise made payment to the date on which such Bank's Commitment Percentage of such payment, the Agent may assume that such Lender has made or will make such amount Unpaid Reimbursement Obligation shall become immediately available to the Agent, and the Agent may, in reliance upon such assumption, pay such Lender’s share denominator of which is 360. The responsibility of the payment to be made under such Letter. If such amount (the “Unpaid Amount”) is not in fact made available Agent to the Agent by such LenderCompany, the Agent Commerce Subsidiaries for the respective accounts of which Letters of Credit are issued and the Banks shall be entitled only to retain for its own account any payment made by determine that the Borrower to documents (including each draft) delivered under each Letter of Credit in connection with such Lender in respect of such Unpaid Amount and shall further be entitled to recover the balance of such Unpaid Amount from such Lender and the Borrower. If such Lender does not pay such amount forthwith upon the Agent’s demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall, to the extent it has not theretofore done so, pay such amount to the Agent no later than one Business Day after such notice. The Agent shall also be entitled to recover from such Lender (or, if such Lender shall fail to pay such amount, from the Borrower if and to the extent unpaid) interest on such corresponding amount in respect of each day from the date such amount was paid by the Agent under the Letter and until such amount is recovered by the Agent, at a rate per annum equal to, if paid by such Lender, the rate determined by the Agent (which presentment shall be conclusive and binding on the Lender) in accordance conformity in all material respects with the Agent’s usual banking practice for similar advances to financial institutions of like standing to that Lender, but, in any event, at a rate no greater than the usual interbank offered rate for the sale of deposits in the applicable currency. Upon payment by such Lender to the Agent of such amount and interest thereon, as aforesaid, such Lender shall be deemed to have paid its share of the payment made under the Letter. Nothing herein shall be deemed to relieve any Lender from its obligation to pay its share of all drawings made under any Letters issued on its behalf or to prejudice any rights which the Borrower or any beneficiary under any such Letter may have against any Lender as a result of any default by such Lender in making any payment which it is obligated to make under any such LetterCredit.

Letter of Credit Payments. (a) The Borrower Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Issuing Bank shall notify GWI and each the Administrative Agent thereof. GWI shall reimburse the Issuing Lender authorizes through the Administrative Agent to review on behalf of each Lender each Draft and such other document presented under each Letter. The determination of the Agent as in an amount equal to the conformity amount of such drawing not later than (A) 1:00 p.m. (Eastern time) on the date of any documents presented payment by the Issuing Lender under a Letter of Credit (each such date, an “Honor Date”), to the requirements extent the Administrative (a) (the “Letter of such Letter shall, in the absence of the Agent’s gross negligence or willful misconduct (and subject to Section 3.11(h)(II)(i)Credit Borrowing Date”), be conclusive and binding on the Borrower and each Lender. The Agent shall, within a reasonable time following its receipt thereof, examine all documents purporting to represent a demand for payment under any Letter. The Administrative Agent shall promptly after such examination (i) notify each of the Lenders obligated under such Letter and the Borrower by telephone (confirmed in writing) of such demand for payment and of each Lender’s share of such payment, and (ii) notify each Lender and the Borrower whether said demand for payment was properly made under the relevant Letter. With respect to any drawing determined by the Agent to have been properly made under a Letter, each Lender will make an L/C Disbursement in respect of such Letter in accordance with its liability under such Letter and this Agreement, such L/C Disbursement to be made to such account of the Agent as shall have been most recently designated by it for such purpose by notice to the Lenders. The Agent will make any such L/C Disbursement available to the beneficiary of such Letter by promptly crediting the amounts so received, in like funds, to the account identified by such beneficiary in connection with such demand for payment. Promptly following any L/C Disbursement by any Lender in respect of any LetterHonor Date, the Agent will notify the Borrower of such L/C Disbursement. Any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse any Lender with respect to any L/C Disbursement. The Agent shall not be required to make any payment under a Letter in excess amount of the amount received by it from Unpaid Reimbursement Obligation, which amount, for the Lenders for avoidance of doubt, shall include interest on such payment. (b) Unless Unpaid Reimbursement Obligation commencing on the Agent shall have been notified by telephone Honor Date, and in writing by a Lender at least one Business Day prior to the date that a payment under a Letter is to be made by the Agent, that such Lender does not intend to make available to the Agent the amount of such Lender’s share Commitment Percentage thereof. In such event, GWI shall be deemed to have requested a Base Rate Loan to be disbursed on the Letter of Credit Borrowing Date in an amount equal to the Unpaid Reimbursement Obligation, without regard to the minimum and multiples specified in §2.6 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Total Commitment and the conditions set forth in §13 (other than the delivery of a Loan Request). Any notice given by the Issuing Lender or the Administrative Agent pursuant to this §5.3(a) may be given by telephone if immediately confirmed in writing; provided that the lack of such payment, an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (b) Each Lender shall upon any notice pursuant to §5.3 (a) make funds available (and the Administrative Agent may assume apply Cash Collateral provided for this purpose) for the account of the Issuing Lender at the Administrative Agent’s Office in an amount equal to its Commitment Percentage of the Unpaid Reimbursement Obligation not later than 2:00 p.m. (Eastern time) on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of §5.3(c), each Lender that so makes funds available shall be deemed to have made a Base Rate Loan to GWI in such amount. The Administrative Agent shall remit the funds so received to the Issuing Lender. (c) With respect to any Unpaid Reimbursement Obligation 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, GWI shall be deemed to have incurred from the Issuing Lender a Letter of Credit Borrowing in the amount of the Unpaid Reimbursement Obligation that is not so refinanced, which Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Lender’s payment to the Administrative Agent for the account of the Issuing Lender pursuant to this §5.3 shall be deemed payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a Letter of Credit Advance from such Lender has made in satisfaction of its participation obligation under this §5.3. (d) Until each Lender funds its Base Rate Loan or will make such Letter of Credit Advance pursuant to this §5.3 to reimburse the Issuing Lender for any amount available to the Agentdrawn under any Letter of Credit, and the Agent may, interest in reliance upon such assumption, pay respect of such Lender’s share Commitment Percentage of such amount shall be solely for the account of the payment Issuing Lender. (e) Each Lender’s obligation to make Base Rate Loans or Letter of Credit Advance to reimburse the Issuing Lender for amounts drawn under Letters of Credit, as contemplated by this §5.3, shall be made under absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Letter. If such amount Lender may have against the Issuing Lender, GWI or any other Person for any reason whatsoever; (B) the “Unpaid Amount”occurrence or continuance of a Default or Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Base Rate Loans pursuant to this §5.3 is not in fact made available subject to the Agent conditions set forth in §13 (other than delivery by GWI of a Loan Request). No such Lender, making of an Letter of Credit Advance shall relieve or otherwise impair the Agent shall be entitled obligation of GWI to retain reimburse the Issuing Lender for its own account the amount of any payment made by the Borrower Issuing Lender under any Letter of Credit, together with interest as provided herein. (f) If any Lender fails to make available to the Administrative Agent for the account of the Issuing Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this §5.3 by the time specified in respect §5.3(b), then, without limiting the other provisions of such Unpaid Amount and shall further be entitled to recover the balance of such Unpaid Amount from such Lender and the Borrower. If such Lender does not pay such amount forthwith upon the Agent’s demand thereforthis Credit Agreement, the Agent Issuing Lender shall promptly notify the Borrower, and the Borrower shall, to the extent it has not theretofore done so, pay such amount to the Agent no later than one Business Day after such notice. The Agent shall also be entitled to recover from such Lender (oracting through the Administrative Agent), if on demand, such Lender shall fail to pay such amount, from amount with interest thereon for the Borrower if and to the extent unpaid) interest on such corresponding amount in respect of each day period from the date such amount was paid by payment is required to the Agent under date on which such payment is immediately available to the Letter and until such amount is recovered by the Agent, Issuing Lender at a rate per annum equal to, if paid by such Lender, to the greater of the Federal Funds Rate (or the Bank of Canada Rate in the case of amounts owed to the Canadian Agent) and a rate determined by the Agent Issuing Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Issuing Lender in connection with the foregoing. If such Lender pays such amount (which with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Base Rate Loan included in the relevant Borrowing or Letter of Credit Advance in respect of the relevant Letter of Credit Borrowing, as the case may be. A certificate of the Issuing Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (f) shall be conclusive and binding on the Lender) in accordance with the Agent’s usual banking practice for similar advances to financial institutions of like standing to that Lender, but, in any event, at a rate no greater than the usual interbank offered rate for the sale of deposits in the applicable currency. Upon payment by such Lender to the Agent of such amount and interest thereon, as aforesaid, such Lender shall be deemed to have paid its share of the payment made under the Letter. Nothing herein shall be deemed to relieve any Lender from its obligation to pay its share of all drawings made under any Letters issued on its behalf or to prejudice any rights which the Borrower or any beneficiary under any such Letter may have against any Lender as a result of any default by such Lender in making any payment which it is obligated to make under any such Letterabsent manifest error.

Letter of Credit Payments. (a) The Borrower Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the Issuing Lender shall notify GWI and each the Administrative Agent thereof. GWI shall reimburse the Issuing Lender authorizes through the Administrative Agent to review on behalf of each Lender each Draft and such other document presented under each Letter. The determination of the Agent as in an amount equal to the conformity amount of such drawing not later than (A) 1:00 p.m. (New York time) on the date of any documents presented payment by the Issuing Lender under a Letter of Credit (each such date, an “Honor Date”), to the requirements extent the Administrative Agent has delivered notice to GWI of such payment prior to 11:00 a.m. (New York time) on the Honor Date, or (B) 1:00 p.m. (New York time) on the Business Day immediately following the day that the Administrative Agent has delivered notice to GWI, to the extent such notice is not delivered to GWI prior to 11:00 a.m. (New York time) on the Honor Date. In the case of a Letter shallof Credit denominated in an Alternative Currency, GWI shall reimburse the Issuing Lender in such Alternative Currency, unless (A) the Issuing Lender (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, GWI shall have notified the Agent’s gross negligence or willful misconduct Issuing Lender promptly following receipt of the notice of drawing that GWI will reimburse the Issuing Lender in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the Issuing Lender shall notify GWI of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. If GWI fails to so reimburse the Issuing Lender by the time set forth in the second sentence of this §5.3(a) (and subject to Section 3.11(h)(II)(i)the “Letter of Credit Borrowing Date”), be conclusive and binding on the Borrower and each Lender. The Agent shall, within a reasonable time following its receipt thereof, examine all documents purporting to represent a demand for payment under any Letter. The Administrative Agent shall promptly after such examination (i) notify each of the Lenders obligated under such Letter and the Borrower by telephone (confirmed in writing) of such demand for payment and of each Lender’s share of such payment, and (ii) notify each Lender and the Borrower whether said demand for payment was properly made under the relevant Letter. With respect to any drawing determined by the Agent to have been properly made under a Letter, each Lender will make an L/C Disbursement in respect of such Letter in accordance with its liability under such Letter and this Agreement, such L/C Disbursement to be made to such account of the Agent as shall have been most recently designated by it for such purpose by notice to the Lenders. The Agent will make any such L/C Disbursement available to the beneficiary of such Letter by promptly crediting the amounts so received, in like funds, to the account identified by such beneficiary in connection with such demand for payment. Promptly following any L/C Disbursement by any Lender in respect of any LetterHonor Date, the Agent will notify the Borrower of such L/C Disbursement. Any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse any Lender with respect to any L/C Disbursement. The Agent shall not be required to make any payment under a Letter in excess amount of the amount received by it from Unpaid Reimbursement Obligation, which amount, for the Lenders for avoidance of doubt, shall include interest on such payment. (b) Unless Unpaid Reimbursement Obligation commencing on the Agent shall have been notified by telephone Honor Date, and in writing by a Lender at least one Business Day prior to the date that a payment under a Letter is to be made by the Agent, that such Lender does not intend to make available to the Agent the amount of such Lender’s share Commitment Percentage thereof. In such event, GWI shall be deemed to have requested a Base Rate Loan to be disbursed on the Letter of Credit Borrowing Date in an amount equal to the Unpaid Reimbursement Obligation, without regard to the minimum and multiples specified in §2.6 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Total Commitment and the conditions set forth in §13 (other than the delivery of a Loan Request). Any notice given by the Issuing Lender or the Administrative Agent pursuant to this §5.3(a) may be given by telephone if immediately confirmed in writing; provided that the lack of such payment, an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (b) Each Lender shall upon any notice pursuant to §5.3(a) make funds available (and the Administrative Agent may assume apply Cash Collateral provided for this purpose) for the account of the Issuing Lender at the Administrative Agent’s Office in an amount equal to its Commitment Percentage of the Unpaid Reimbursement Obligation not later than 2:00 p.m. (New York time) on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of §5.3(c), each Lender that so makes funds available shall be deemed to have made a Base Rate Loan to GWI in such amount. The Administrative Agent shall remit the funds so received to the Issuing Lender. (c) With respect to any Unpaid Reimbursement Obligation 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, GWI shall be deemed to have incurred from the Issuing Lender a Letter of Credit Borrowing in the amount of the Unpaid Reimbursement Obligation that is not so refinanced, which Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the default rate specified in §6.10. In such event, each Lender’s payment to the Administrative Agent for the account of the Issuing Lender pursuant to this §5.3 shall be deemed payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a Letter of Credit Advance from such Lender has made in satisfaction of its participation obligation under this §5.3. (d) Until each Lender funds its Base Rate Loan or will make such Letter of Credit Advance pursuant to this §5.3 to reimburse the Issuing Lender for any amount available to the Agentdrawn under any Letter of Credit, and the Agent may, interest in reliance upon such assumption, pay respect of such Lender’s share Commitment Percentage of such amount shall be solely for the account of the payment Issuing Lender. (e) Each Lender’s obligation to make Base Rate Loans or Letter of Credit Advance to reimburse the Issuing Lender for amounts drawn under Letters of Credit, as contemplated by this §5.3, shall be made under absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Letter. If such amount Lender may have against the Issuing Lender, GWI or any other Person for any reason whatsoever; (B) the “Unpaid Amount”occurrence or continuance of a Default or Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Base Rate Loans pursuant to this §5.3 is not in fact made available subject to the Agent conditions set forth in §13 (other than delivery by GWI of a Loan Request). No such Lender, making of a Letter of Credit Advance shall relieve or otherwise impair the Agent shall be entitled obligation of GWI to retain reimburse the Issuing Lender for its own account the amount of any payment made by the Borrower Issuing Lender under any Letter of Credit, together with interest as provided herein. (f) If any Lender fails to make available to the Administrative Agent for the account of the Issuing Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this §5.3 by the time specified in respect §5.3(b), then, without limiting the other provisions of such Unpaid Amount and shall further be entitled to recover the balance of such Unpaid Amount from such Lender and the Borrower. If such Lender does not pay such amount forthwith upon the Agent’s demand thereforthis Credit Agreement, the Agent Issuing Lender shall promptly notify the Borrower, and the Borrower shall, to the extent it has not theretofore done so, pay such amount to the Agent no later than one Business Day after such notice. The Agent shall also be entitled to recover from such Lender (oracting through the Administrative Agent), if on demand, such Lender shall fail to pay such amount, from amount with interest thereon for the Borrower if and to the extent unpaid) interest on such corresponding amount in respect of each day period from the date such amount was paid by payment is required to the Agent under date on which such payment is immediately available to the Letter and until such amount is recovered by the Agent, Issuing Lender at a rate per annum equal to, if paid by such Lender, to the greater of the Federal Funds Rate (or the Bank of Canada Rate in the case of amounts owed to the Canadian Agent) and a rate determined by the Agent Issuing Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Issuing Lender in connection with the foregoing. If such Lender pays such amount (which with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Base Rate Loan included in the relevant borrowing or Letter of Credit Advance in respect of the relevant Letter of Credit Borrowing, as the case may be. A certificate of the Issuing Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (f) shall be conclusive and binding on the Lender) in accordance with the Agent’s usual banking practice for similar advances to financial institutions of like standing to that Lender, but, in any event, at a rate no greater than the usual interbank offered rate for the sale of deposits in the applicable currency. Upon payment by such Lender to the Agent of such amount and interest thereon, as aforesaid, such Lender shall be deemed to have paid its share of the payment made under the Letter. Nothing herein shall be deemed to relieve any Lender from its obligation to pay its share of all drawings made under any Letters issued on its behalf or to prejudice any rights which the Borrower or any beneficiary under any such Letter may have against any Lender as a result of any default by such Lender in making any payment which it is obligated to make under any such Letterabsent manifest error.

Letter of Credit Payments. (a) The Borrower and each Lender authorizes the Agent to review on behalf of each Lender each Draft and such If any draft shall be presented or other document presented under each Letter. The determination of the Agent as to the conformity of any documents presented under a Letter to the requirements of such Letter shall, in the absence of the Agent’s gross negligence or willful misconduct (and subject to Section 3.11(h)(II)(i)), be conclusive and binding on the Borrower and each Lender. The Agent shall, within a reasonable time following its receipt thereof, examine all documents purporting to represent a demand for payment shall be made under any Letter. The Agent Letter of Credit, the Applicable Issuing Party, shall promptly after such examination (i) notify each Mont Re of the Lenders obligated under such Letter date and amount of the Borrower by telephone (confirmed in writing) of such draft presented or demand for payment and of each Lender’s share of the date and time when it expects to pay such payment, and (ii) notify each Lender and the Borrower whether said demand for payment was properly made under the relevant Letter. With respect to any drawing determined by the Agent to have been properly made under a Letter, each Lender will make an L/C Disbursement in respect of such Letter in accordance with its liability under such Letter and this Agreement, such L/C Disbursement to be made to such account of the Agent as shall have been most recently designated by it for such purpose by notice to the Lenders. The Agent will make any such L/C Disbursement available to the beneficiary of such Letter by promptly crediting the amounts so received, in like funds, to the account identified by such beneficiary in connection with draft or honor such demand for payment. Promptly following any L/C Disbursement If Mont Re fails to reimburse such Person as provided in §2.2.5, on the date that such draft is paid or other payment is made by any Lender in respect of any Letterthe Applicable Issuing Party, the Agent will Applicable Issuing Party may at any time thereafter notify the Borrower of such L/C Disbursement. Any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse any Lender with respect to any L/C Disbursement. The Agent shall not be required to make any payment under a Letter in excess Lenders of the amount received of any such Unpaid Reimbursement Obligation plus any administrative, processing or similar fees customarily charged by it from the Applicable Issuing Party in connection with the foregoing. No later than 3:00 p.m. on the Business Day next following the receipt of such notice, each Lender shall make available to the Applicable Issuing Party, in Dollars, at the Administrative Agent’s Office, in immediately available funds, such Lender’s Commitment Percentage of such Unpaid Reimbursement Obligation plus any administrative, processing or similar fees customarily charged by the Applicable Issuing Party in connection with the foregoing. The responsibility of each Applicable Issuing Party to Mont Re and the Lenders for shall be only to determine that the documents (including each draft) delivered under each Letter of Credit in connection with such paymentpresentment shall be in conformity in all material respects with such Letter of Credit. (b) Unless Each Lender’s obligation to (x) reimburse the Agent Fronting Bank, in the case of Fronted Letters of Credit or (y) provide the LC Administrator with funds in an amount equal to its several obligation, in the case of Several Letters of Credit, for amounts drawn under Letters of Credit as contemplated by this §2.2.6, shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have been notified by telephone and in writing against the Fronting Bank, the LC Administrator, Mont Re, the Parent or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default, or (iii) any other occurrence, event or condition, whether or not similar to any of the foregoing. No such payment by a Lender at least one Business Day prior shall relieve or otherwise impair the obligation of Mont Re to reimburse the date that a Applicable Issuing Party for the amount of any payment under a Letter is to be made by the Agentsuch Person under any Letter of Credit, that such together with interest as provided herein. (c) If any Lender does not intend fails to make available to the Administrative Agent for the account of the Applicable Issuing Party any amount required to be paid by such Lender pursuant to the foregoing provisions of such Lender’s share of such paymentthis §2.2.6 by the time specified, the Agent may assume that such Lender has made or will make such amount available to the Agent, and the Agent may, in reliance upon such assumption, pay such Lender’s share of the payment to be made under such Letter. If such amount (the “Unpaid Amount”) is not in fact made available to the Agent by such Lender, the Agent Applicable Issuing Party shall be entitled to retain for its own account any payment made by the Borrower to such Lender in respect of such Unpaid Amount and shall further be entitled to recover the balance of such Unpaid Amount from such Lender and the Borrower. If such Lender does not pay such amount forthwith upon the Agent’s demand therefor, the Agent shall promptly notify the Borrower, and the Borrower shall, to the extent it has not theretofore done so, pay such amount to the Agent no later than one Business Day after such notice. The Agent shall also be entitled to recover from such Lender (oracting through the Administrative Agent), if on demand, such Lender shall fail to pay such amount, from amount with interest thereon for the Borrower if and to the extent unpaid) interest on such corresponding amount in respect of each day period from the date such amount was paid by payment is required to the Agent under the Letter and until date on which such amount payment is recovered by the Agent, immediately available to such Person at a rate per annum equal toto the applicable Federal Funds Rate from time to time in effect plus any administrative, if paid by such Lender, the rate determined processing or similar fees customarily charged by the Agent Applicable Issuing Party in connection with the foregoing. A certificate of the Applicable Issuing Party submitted to any Lender (which through the Administrative Agent) with respect to any amounts owing under this clause (c) shall be conclusive and binding on the Lender) in accordance with the Agent’s usual banking practice for similar advances to financial institutions of like standing to that Lender, but, in any event, at a rate no greater than the usual interbank offered rate for the sale of deposits in the applicable currency. Upon payment by such Lender to the Agent of such amount and interest thereon, as aforesaid, such Lender shall be deemed to have paid its share of the payment made under the Letter. Nothing herein shall be deemed to relieve any Lender from its obligation to pay its share of all drawings made under any Letters issued on its behalf or to prejudice any rights which the Borrower or any beneficiary under any such Letter may have against any Lender as a result of any default by such Lender in making any payment which it is obligated to make under any such Letterabsent manifest error.